AMENDED AND RESTATED EMPLOYMENT AGREEMENT

WHEREAS, Company and Parent desire to reward Employee for Employee's valuable, dedicated service to Company and Parent should Employee's service be terminated under circumstances hereinafter described; and

(b)   "Change-in-Control" shall be deemed to have occurred if after the date hereof (i) a public announcement shall be made or a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Act") disclosing that any Person (as defined below), other than Company or Parent or any employee benefit plan sponsored by Company or Parent, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company's or Parent's then outstanding voting common stock (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire voting common stock); or (ii) any Person, other than Company or Parent or any employee benefit plan sponsored by Company or Parent, shall purchase shares pursuant to a tender offer or exchange offer to acquire any voting common stock of Company or Parent (or securities convertible into such voting common stock) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the beneficial owner directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company's or Parent's then outstanding voting common stock (all as calculated under clause (i)); or (iii) the stockholders of Company or Parent shall approve (A) any consolidation or merger of Company or Parent in which Company or Parent is not the continuing or surviving corporation (other than a merger of Company or Parent in which holders of the outstanding capital stock of Company or Parent immediately prior to the merger have the same proportionate ownership of the outstanding capital stock of the surviving corporation immediately after the merger as immediately before), or pursuant to which the outstanding capital stock of Company or Parent would be converted into cash, securities or other property, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Company or Parent; or (iv) there shall have been a change in the composition of the Board of Directors of Company or Parent at any time during any consecutive twenty-four (24) month period such that "continuing directors" cease for any reason to constitute at least a majority of the Board unless the election, or the nomination for election of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of such period; or (v) the Board of Directors of Company or Parent, by a vote of a majority of all the Directors (excluding Employee) adopts a resolution to the effect that a "Change-in-Control" has occurred for purposes of this Agreement.

(c)   "Disability" shall mean the incapacity of Employee by illness or any other cause as determined under the long-term disability insurance plan of Company in effect at the time in question, or if no such plan is in effect, then such incapacity of Employee as prevents Employee from performing the essential functions of Employee's position with or without reasonable accommodation for a period in excess of two hundred forty (240) days (whether or not consecutive), or one hundred eighty (180) days consecutively, as the case may be, during any twelve (12) month period.

(d)   "Effective Date" shall be the date on which a Change-in-Control occurs.  Anything in this Agreement to the contrary notwithstanding, if Employee's employment is terminated prior to the date on which a Change-in-Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps

(e)   "Good Reason" shall mean the occurrence of any action which (i) removes or changes Employee's title or reduces Employee's job responsibilities or base salary; (ii) results in a significant worsening of Employee's work conditions; or (iii) moves Employee's place of employment to a location that increases Employee's commute by more than thirty (30) miles over the length of Employee's commute from Employee's place of principal residence at the time the move is requested.  For purposes of this subparagraph (e), any good faith determination by Employee that any such action has occurred shall be conclusive.  Notwithstanding the foregoing, at any time during the period commencing on the Effective Date and ending on the 30 ^th day after the first anniversary of the Effective Date, except for purposes of Paragraph 5(g), “Good Reason” shall mean any reason or no reason.

(f)   "Person" shall mean any individual, corporation, partnership, company or other entity, and shall include a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934.

(a)   As of the Effective Date, Company hereby agrees to continue to employ Employee and Employee agrees to remain in the employ of Company for the Term of this Agreement upon the terms and conditions hereinafter set forth.  Subject to the provisions of subparagraph (b) of this Paragraph 2, and to the provisions of Paragraph 6 below, "Term" shall mean a continuously renewing period of three (3) years commencing on the Effective Date.

(b)   At any time during the Term, the Board of Directors of Company and Parent may, by written notice to Employee, advise Employee of their desire to modify or amend any of the terms or provisions of this Agreement or to delete or add any terms or provisions.  Any such notice ("Notice") shall describe the proposed modifications in reasonable detail.  In the event a Notice shall be given to Employee, then Company, Parent and Employee agree to discuss the proposed modification(s) and to attempt in good faith to reach agreement with respect thereto and to reduce such agreement to writing in an amendment to be executed by all the parties ("Amendment").  If a Notice is given hereunder and an Amendment shall not have been executed on or before the sixtieth (60th) day following the date on which Notice is given, then the Term shall thereupon be automatically converted to a fixed period ending three (3) years after the expiration of such sixty (60) days.

(a)   During the Term, Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90)-day period immediately preceding the Effective Date and Employee's services shall be performed at such location as Employee shall determine.

(b)   During the Term, Employee will serve Company faithfully, diligently and competently and will devote full-time to Employee's employment and will hold, in addition to the offices held on the Effective Date, such other Employee offices of Company or Parent, or their respective subsidiaries and affiliates, to which Employee may be elected, appointed or assigned by the Boards of Directors of Company or Parent from time to time and will discharge such Employee duties in connection therewith.  Nothing in this Agreement shall preclude Employee, with the prior approval of the Board of Directors of Company, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Company or Parent, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of Employee's duties hereunder.

(b) In addition, Company shall pay to Employee an annual award under the Company’s Performance Stock Program (or other bonus program in effect at the time the Effective Date occurs) payable in cash or other form of compensation, for which he would have been eligible in accordance with the Company's practice or plan in effect at that time for annual bonuses for said employee for the year preceding the fiscal year in which the Effective Date occurs.

(a)   Incentive, Savings and Retirement Plans .  In addition to base salary and bonus payable as hereinabove provided, Employee shall be entitled to participate during the Term in all savings and retirement plans, practices, policies and programs applicable to employees of Company as may be in effect from time to time.  Such plans, practices, policies and programs, in the aggregate, shall provide Employee with compensation, benefits and reward opportunities at least as favorable as the most favorable of such compensation, benefits and reward opportunities provided by Company for Employee under such plans, practices, policies and programs as in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as provided at any time thereafter with respect to other key employees of Company or Parent.

(b)   Welfare Benefit Plans .  During the Term, Employee and/or Employee's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs applicable to employees of Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life,) at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee and/or Employee's family, as in effect at any time thereafter with respect to other key employees of Company or Parent.

(c)   Expenses .  During the Term, Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in accordance with the most favorable policies, practices and procedures of Company in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

(d)   Fringe Benefits .  During the Term, Employee shall be entitled to fringe benefits, including use of an automobile and payment of related expenses or payment of an allowance for automobile related expenses, in accordance with the most favorable plans, practices, programs and policies of Company in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

(e)   Office and Support Staff .  During the Term, Employee shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to the most favorable of the foregoing provided to Employee by Company at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as provided at any time thereafter with respect to other key employees of Company or Parent.

(f) Vacation .  During the Term, Employee shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of Company as in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

(g)  Stay-on Bonus :  (i)  If Employee is employed on a date on which the Board of Directors of Company or Parent approves a transaction described in clause (iii) of Paragraph 1(b) and the shareholders of Company or Parent, as applicable subsequently approve such transaction, provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder, Employee shall receive a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to such date, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which such date occurs; provided Employee is employed on the fifth (5 ^th ) day following the closing of such transaction.

Payment hereunder shall be made on the fifth (5 ^th ) business day following the closing of such a transaction.  (ii)  If the Employee separates from service from the Company following such approval by the applicable Board of Directors of a transaction described in subparagraph (i) of this Paragraph (g) (provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder), and prior to the fifth (5 ^th ) day following the closing of such transaction for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during such period by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during such period for Good Reason, then, in addition to the amounts payable to Employee pursuant to Section 7, Employee shall be paid a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs.  If the Employee is a “specified employee,” as that term is defined under Section 409A of the Code at the time he incurs a separation from service, prior to payment under (ii), payment under (ii) shall be made on the later of the first day of the seventh (7 ^th ) month following the Employee’s termination of Employment, or on the fifth (5 ^th ) business day following the closing of such transaction.  If the Employee is not a specified employee, payment under (ii) shall be made on the fifth (5 ^th ) business day following the closing of such transaction.