AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Section 1.     Effective Date .

Section 2.     Employment Period .

Section 3.     Terms of Employment .

(a)       Position .  During the Employment Period, the Executive shall serve as Chief Executive Officer and President of the Company and certain of its subsidiaries (collectively, the “ Company Entities ”) and shall report to the Board of Directors of the Company (the “ Board ”) and each such subsidiary.  The Executive shall have supervision and control over, and responsibility for, the management and operational functions of the Company Entities and shall have such other powers and duties (consistent with the customary powers and duties of a chief executive officer) as may from time to time be prescribed by the Board.

(b)       Full Time .  During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business time and efforts, to the best of his ability, experience and talent, to the business and affairs of the Company Entities.  During the Employment Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees or manage personal investments (including serving as a member of boards of directors or similar bodies of entities not engaged in competition with the Company Entities (as determined by the Board in its reasonable discretion)), in each case, so long as such activities do not interfere with the performance of the Executive’s responsibilities as an employee of the Company Entities in accordance with this Agreement.

(c)       Compensation .

(i)       Base Salary .  During the Employment Period, the Executive shall receive an annual base salary of $300,000, which Annual Base Salary shall be subject to annual increase by an amount equal to reflect the increase in the cost of living, if any, between the date of the immediately preceding increase and the date of each such adjustment, based upon the Consumer Price Index for Urban Consumers, or if that index is discontinued, a similar index prepared by a department or agency of the United States government (as so adjusted, the “ Annual Base Salary ”).  The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to withholding and other payroll taxes.

(ii)       Bonus .  For each fiscal year during the Employment Period, the Executive will be entitled to receive a bonus (the “ Bonus ”).  The Bonus shall be based upon the Company achieving operating and/or financial goals to be established by the Board or any duly appointed committee thereof in good faith, in its sole discretion.

(iii)           Benefits .  During the Employment Period, the Executive shall be entitled to participate in all incentive (including any long term incentive plan), savings and retirement plans, practices, policies and programs applicable generally to other executives of the Company Entities and shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company Entities to the extent applicable generally to other executives of the Company Entities.  In addition, the Executive will be entitled to the benefits specified herein.

(iv)     Automobile .  During the Employment Period, the Company shall continue to provide the Executive with the use of a Company automobile (or, at the Company’s option, shall lease an automobile for the Executive’s use) and shall reimburse the Executive for all reasonable expenses incurred by the Executive in connection with the use and maintenance of such automobile.

(v)     Expenses .  The Executive shall be entitled to receive reimbursement for all reasonable expenses incurred by the Executive during the Employment Period in connection with the performance of his duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

(vi)     Vacation and Holidays .  During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the policies of the Company applicable to other executives of the Company generally.

Section 4.     Termination of Employment .

(a)       Death or Disability .  The Executive’s employment shall terminate automatically upon the Executive’s death.  If the Company intends to terminate the Executive’s employment due to Disability, the Company shall give to the Executive written notice of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive if, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “ Disability ” shall mean the Executive’s inability to perform his duties and obligations hereunder for any 90 days during a period of 180 consecutive days due to mental or physical incapacity as determined by a physician selected by the Company or its insurers.

(b)       Cause .  The Executive’s employment may be terminated at any time by the Company for Cause or Without Cause.  “ Cause ” will mean that any of the following will have occurred: (i) the Executive has been convicted of a felony, stolen funds or otherwise engaged in fraudulent conduct, (ii) the Executive has engaged in willful misconduct or has been grossly negligent, in each case, which has been materially injurious to the Company, (iii) the Executive has failed or refused to comply with directions of the Board that are reasonably consistent with the Executive’s current position, or (iv) the Executive has breached the terms of this Agreement.  “ Without Cause ” shall mean a termination by the Company of the Executive’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability.

(c)       Termination by the Executive .  The Executive may terminate his employment with the Company at any time upon at least 60 days prior written notice thereof.

(d)       Notice of Termination .  Any termination by the Company for Cause or Without Cause or by the Executive for any reason shall be communicated by Notice of Termination to the other party hereto.  For purposes of this Agreement, a “ Notice of Termination ” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date (the “ Termination Date ”).

(e)       Separation from Service .  The term “termination” or “termination of employment” when used in this Agreement shall mean a “ Separation from Service ” as such term is defined using the default rules in Treasury Regulation Section 1.409A-1(h).

Section 5.     Obligations of the Company upon Termination .

(a)       Without Cause; Death or Disability .  If, during the Employment Period, the Company shall terminate the Executive’s employment Without Cause or due to death or Disability, then the Company will provide the Executive with the following severance payments and/or benefits:

(i)      The Company shall pay to the Executive a lump sum in the amount of the Executive’s accrued but unpaid Annual Base Salary through the Termination Date (“ Accrued Obligations ”);

(ii)      The Company shall continue to pay the Executive a lump sum in an amount equal to two times his Annual Base Salary within six months following termination but not later than March 14 of the calendar year following termination;

(iii)           The Company shall pay to the Executive a lump sum amount equal to the Bonus the Executive would have received had he remained employed by the Company through the end of the fiscal year in which the termination occurred, pro rated for the number of days Executive was employed by the Company during such fiscal year, to be paid at the same time that similar bonuses are paid to the Company’s other employees; and

(iv)     The Executive, if applicable, and members of his family shall be entitled to continue their participation in the Company Entities’ welfare and benefit plans until the second anniversary of the Termination Date.

(b)       Cause; by the Executive .  If the Executive’s employment shall be terminated by the Company for Cause or by the Executive for any reason, then the Company shall have no further payment obligations to the Executive (or his heirs or legal representatives) other than for (i) payment of Accrued Obligations and (ii) the continuance of the Executive’s and his family’s participation in the Company Entities’ welfare and benefit plans through the Termination Date.

(c)       Condition; Remedies .  The Executive acknowledges and agrees that the Company’s obligations to make payments under Section 5(a) will be conditioned on the Executive executing and delivering a customary general release in form and substance reasonably satisfactory to the Company.  Commencement of separation payments under this Agreement shall begin on the first payroll date that occurs in the month that begins at least 60 days after the date of Executive’s Separation from Service (the “ Starting Date ”), provided that Executive has satisfied the requirement to sign a release of claims.  The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Separation from Service.  The Company shall provide to Executive a form of release of claims no later than three days following Executive’s date of Separation from Service.  Executive must execute and deliver the release of claims within 50 days after Executive’s date of Separation from Service.  If Executive does not timely execute and deliver to the Company such release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, the Company will have no obligation to pay severance compensation to Executive.

(d)       Delay for Specified Employees .  If Executive is a “Specified Employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), and determined pursuant to procedures adopted by the Company at the time of Executive’s Separation from Service and any amount that would be paid to Executive during the six-month period following Separation from Service constitutes deferred compensation (within the meaning of Section 409A), such amount shall not be paid to Executive until six months following Executive’s Separation from Service.  On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six month period, the first payroll date following death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay.  In addition, if Executive becomes entitled to severance compensation, such payments shall be considered, and are hereby designated as, a series of separate payments for purposes of Section 409A.  Further,