Amended and Restated Employment Agreement

Page

1.

Employment

1

2.

Term

2

3.

Duties

2

4.

Place of Performance

3

5.

Cash Compensation

3

(a)

Base Salary

3

(b)

Annual Bonus

3

(c)

Deferral

3

(d)

Incentive Award Modifications

3

(e)

Signing Bonus

4

6.

Equity Awards

4

(a)

Option Grant

4

(b)

Additional Compensation

4

(c)

Restrictions on Option Shares

5

7.

Employee Benefits

5

(a)

General Provisions

5

(b)

Supplemental Executive Retirement Plan

5

(c)

Vacation and Sick Leave

5

8.

Applicable Taxes

6

9.

Miscellaneous Benefits

6

(a)

Business Travel and Expenses

6

(b)

Executive Driver

6

(c)

Relocation Expenses

6

(d)

Non-Exclusivity

6

10.

Termination of Employment

6

(a)

Termination by the Company for Cause

6

(b)

Disability

7

(c)

Death

7

(d)

Termination by the Executive for Good Reason

7

(e)

Other Terminations

9

(f)

Notice of Termination

9

(g)

Resignation

9

11.

Compensation upon Termination or During Disability

9

(a)

Disability

9

(b)

Death

10

(c)

Termination for Cause; Termination by the Executive other than for Good Reason or Disability

10

(d)

Termination Resulting from Non-Renewal of this Agreement

11

(e)

All Other Terminations

11

(f)

Other Severance Provisions

13

(g)

Change in Control Protections and Excise Tax Gross-Up

13

(h)

Change in Control

15

12.

Non-Solicitation and Non-Competition

16

(a)

Term of Non-Compete

16

(b)

Term of Non-Solicitation of Customers

17

(c)

Term of Non-Solicitation of Employees

17

(d)

Term of Non-Compete, Non-Solicitation Automatically Extended

17

(e)

Definitions Applicable to Section 12

17

(f)

Expedited Arbitration Applicable to Section 12

18

(g)

Exclusive Property

18

(h)

Injunctive Relief

18

13.

Arbitration

19

14.

Confidentiality

19

15.

Other Matters

20

(a)

Entire Agreement

20

(b)

Assignment

20

(c)

Notices

20

(d)

Amendment/Waiver

20

(e)

Applicable Law

20

(f)

Severability

20

(g)

Successor in Interest

21

(h)

No Mitigation/No Offset

21

(i)

Joint Participation in Drafting

21

(j)

Section 409A

21

16.

Indemnification

22

17.

Authority

23

1.

Employment . During the Employment Term, the Company shall continue to employ the Executive in a full-time capacity as President and Chief Executive Officer (“CEO”) of the Company, reporting directly to the Board of Directors of the Company (the “Board”), and the Executive shall accept such continued employment upon the terms and conditions set forth herein. The Executive has been elected to the Board and is its Chairman. If re-elected to the Board, the Executive shall continue to be its Chairman during the

Employment Term. During the Employment Term, the Board shall nominate the Executive as a director of the Company and shall use its best efforts to have the Executive re-elected to the Board for the duration of the Employment Term.

2.

Term . The term of the Executive’s employment under this Agreement, as amended, shall commence as of August 1, 2006 and continue through December 31, 2011 (the “Employment Term”). Subject to six (6) months written notice of non-renewal by either party to the other, this Agreement will be automatically renewed for successive one-year terms on December 31, 2011 and on each December 31 ^st thereafter. For purposes of this Agreement, the “Employment Term” shall mean the period from August 1, 2006 to the earlier to occur of (i) the scheduled expiration of the Employment Term, including any extension thereof, or (ii) the termination of the Executive’s employment in accordance herewith.

3.

Duties . During the Employment Term, the Executive shall, subject to the supervising powers of the Board, have those powers and duties consistent with the position of President and CEO in a company the size and nature of the Company, which powers shall in all cases include, without limitation, the power of supervision and control over, and responsibility for, the general management and operations of the Company (including the hiring and firing of employees and the appointment and termination of senior officers), development and implementation of a comprehensive strategic business plan, supervision of the day-to-day executive management process, and acting as spokesperson for the Company. During such period described in Section 1 as the Executive acts as Chairman, he shall have those powers and duties consistent with the position of Chairman. All senior officers and other officers with direct operational responsibilities shall report directly to the Executive unless the Executive in his sole discretion delegates such reporting responsibilities, in whole or in part, to another executive. It is the intention of the parties that the provisions of this Section 3 shall be applied in a manner consistent with the Sarbanes-Oxley Act of 2002, as amended from time to time. The Executive agrees to devote substantially all his working time and attention to the business of the Company. The Executive shall not, without the prior consent of the Company’s Board of Directors, be directly or indirectly engaged in any other trade, business or occupation for compensation requiring his personal services during the Employment Term. Nothing in this Agreement shall preclude the Executive from (i) engaging in charitable and community activities or from managing his personal investments, or (ii) serving as a member of the board of directors of an unaffiliated company not in competition with the Company, subject, however, with respect to each such board membership, to approval by the Company’s Board (not to be unreasonably withheld). During the Employment Term, the Executive shall be nominated for re-election as a member of the Board.

4.

Place of Performance . The principal place of employment of the Executive shall be at the Company’s principal executive offices in Teterboro, New Jersey; Lyndhurst, New Jersey; or New York, New York.

5.

Cash Compensation . The Executive shall be compensated for services rendered during the Employment Term as follows:

(a)

Base Salary . During the Employment Term, including all of fiscal year 2006, the Executive shall be compensated at an annual base salary of no less than $1,023,000 (the base salary, at the rate in effect from time to time, is hereinafter referred to as the “Base Salary”). The Board, or a committee thereof, shall review and may, if appropriate, at its discretion, increase (but not decrease) the annual Base Salary during the Employment Term. Base Salary shall be reviewed annually and be adjusted to reflect (among other factors) increases generally granted to other senior executives of the Company and the Executive’s performance consistent with Company pay practices. The Base Salary shall be payable in equal bi-weekly installments.

(b)

Annual Bonus . In addition to the Base Salary provided for in Section 5(a) above, the Company will provide annual cash bonus awards to the Executive under its Management Incentive Plan (MIP) in accordance with the plan and any financial performance targets thereunder (“Annual Bonus”) each year during the Employment Term. Any Annual Bonus payable hereunder shall be paid between January 1 ^st and March 15 ^th of the year immediately following the year to which such Annual Bonus relates. During the portion of the Employment Term commencing January 1, 2007, the Executive’s target incentive opportunity under the Company’s MIP will be no less than 150% of Base Salary (the target bonus as a percentage of Base Salary, as in effect from time to time, is hereinafter referred to as the “Target Bonus”). The Target Bonus as a percentage of Base Salary shall be reviewed annually for increase (but not decrease) by the Board or a committee thereof.

(c)

Deferral . Pursuant to the terms of the Company’s Supplemental Deferred Compensation Plan (“SDCP”), the Executive may elect to defer from payments of Base Salary and Annual Bonus and any other eligible compensation amounts as provided for under the SDCP; provided that pursuant to Section 3.1(d) of the Company’s Supplemental Executive Retirement Plan (“SERP”) the Executive waived the Company’s match credit under the SDCP for fiscal year 2005 and thereafter.

(d)

Incentive Award Modifications . Any equity and option awards made to the Executive on or prior to the Effective Date and any equity and option awards that may be made to the Executive during the Employment Term shall be subject to, and shall benefit from, any amendments or revisions to the terms and conditions of any of the Company’s Incentive Compensation Programs that may be implemented on or after the Effective Date; provided that no amendments or

revisions shall be made without the Executive’s written consent to any outstanding equity awards if such amendment or revision would subject the Executive to additional tax, interest or penalties under Section 409A of the Internal Revenue Code of 1986, as amended from time to time and its implementing regulations (“Section 409A”).

(e)

Signing Bonus . At the end of the next regular payroll period following the Effective Date, the Company paid the Executive a one-time lump sum cash payment in the amount of $100,000, less applicable tax withholding, which bonus shall be deemed to be part of the Annual Bonus (as defined in the SERP) earned by the Executive for 2006 for purposes of the SERP.

6.

Equity Awards .

(a)

Option Grant .

(i)

On or about the February 19, 2004 meeting of the Company’s Board of Directors (the “Option Grant Date”), except as noted below, the Executive was awarded options to purchase a total of 170,000 (one hundred seventy thousand) shares of the Company’s common stock (the “Option Shares”) at an exercise price equal to the average of the quoted high and low price per share of such common stock on the date of the award (the “Option Grant”). Except as otherwise provided herein, such options were granted in accordance with those provisions (including exercisability) established by the Board of Directors at the time such option was granted and applicable to other senior executives of the Company.

(ii)

Subject to Section 6(a)(v), the Option Shares shall vest as to 1/3rd thereof on each anniversary of the Option Grant Date, provided, that (A) on the applicable vesting date, the Executive is then still in the employ of the Company, or (B) the provisions of Section 11(g)(i) apply;

(iii)

Except as otherwise provided for in this Agreement, vested Option Shares may not be exercised after the expiration of the 10-year term of applicable Option Agreement.

(iv)

In the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason or upon the Executive’s death or Disability, or if the Executive is receiving severance pursuant to Section 11(d) hereof (for non-renewal of the Employment Term), the Option Shares shall be treated in accordance with the applicable termination provision of Section 11 relating to the treatment of stock options upon such termination.

(b)

Additional Compensation . The Executive may be awarded additional compensation pursuant to the present or any future incentive compensation or

long-term compensation program established for the senior executive officers of the Company (collectively the “Incentive Compensation Programs”), in an appropriate manner for the position occupied by the Executive and his performance therein relative to other Company senior executive officers and consistent with Company pay practices, provided that in all events the Executive shall be treated on a basis no less favorable than other senior executives are treated. Except as otherwise provided herein, compensation granted under such plans will be subject to the actual provisions and conditions applicable to such plans.

(c)

Restrictions on Option Shares . The Executive agrees in respect of the Option Shares that he shall not (i) sell, transfer or otherwise dispose of any Option Shares or any interest therein other than in compliance with the Company’s 1999 Employee Equity Participation Program, the stock option agreement between the Company and The Executive relating to such Option Shares, and the Company’s Policy for Purchasing and Selling Securities, (ii) enter into any transaction that is expected to result in a financial benefit arising from a decline in the value of the Company’s stock or (iii) enter into any hedging transactions, including, but not limited to the use of financial derivatives, short sales or any other similar transactions, without the prior written consent of the Board of Directors, in each case with respect to Subsections (i), (ii) and (iii) until the Option Shares are vested to the fullest extent provided for under this Agreement, and all restrictions against exercise of such Option Shares have expired or been terminated.

7.

Employee Benefits .

(a)

General Provisions . Except as expressly provided in this Agreement, the Executive shall be eligible to participate in all employee benefit and welfare plans offered by the Company to its senior executive officers (e.g., Life Insurance, Medical & Dental Insurance, Travel, Accident, STD & LTD, Flexible Spending Accounts, Regular and Supplemental AD&D, Optional/Supplemental Life Insurance, Profit Sharing, the 401(k) Plan and Employee Stock Purchase Plan) (collectively referred to as the “Benefit Plans”) on a basis that is no less favorable to the Executive than that made available to other senior executive officers of the Company, provided that the Executive shall be reimbursed, in accordance with Section 15(j) hereof, for the costs of his annual participation in a comprehensive executive health assessment at a leading medical institution of his choice.

(b)

Supplemental Executive Retirement Plan . During the Employment Term, the Executive shall be entitled to participate in the Company’s SERP, as in effect from time to time in accordance with its terms.

(c)

Vacation and Sick Leave . The Executive shall be entitled to vacation and sick leave in accordance with the vacation and sick leave policies adopted by the Company from time to time, provided that the Executive shall be entitled to no less than five (5) weeks of paid vacation each calendar year. Any vacation shall

be at such time and for such periods as shall be mutually agreed upon between the Executive and the Company. The Executive shall be entitled to all public holidays observed by the Company.

8.

Applicable Taxes . There shall be deducted from any compensation payments made under this Agreement any federal, state, and local taxes or other amounts required to be withheld under applicable law.

9.

Miscellaneous Benefits . During the Employment Term, the Executive shall be entitled to perquisites at least as favorable as those provided other senior executives of the Company. In all events, the Company shall provide the Executive with the following additional benefits:

(a)

Business Travel and Expenses . The Executive shall be reimbursed by the Company for reasonable and other business expenses, as approved by the Company, that are incurred and accounted for in accordance with the Company’s normal practices and procedures for reimbursement of expenses.

(b)

Executive Driver . In order to ensure the accessibility and safety of the Executive during the Employment Term, the Company will reimburse the Executive for the costs of an executive driver for business purposes only (including transportation to and from work). The Company shall directly cover the costs of all other business-related transportation.

(c)

Relocation Expenses . The Company shall reimburse the Executive limited relocation expenses, to include home sale (including any sale on or after December 31, 2006, but not after December 31, 2007), purchase and moving expenses, but not including third party buy-out of existing residence, in accordance with the Company’s relocation policy if the Executive moves within the greater New York/New Jersey area prior to the expiration of the initial Employment Term of the Prior Agreement on December 31, 2006.

(d)

Non-Exclusivity . Nothing in this Agreement shall prevent the Executive from being entitled to receive any additional compensation or benefits as approved by the Company’s Board of Directors; provided, however, that in no event shall the Company make any loans to the Executive that are in violation of the Sarbanes-Oxley Act of 2002, as such act may be amended or supplemented from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

10.

Termination of Employment . Notwithstanding any other provisions of this Agreement to the contrary, the employment of the Executive pursuant to this Agreement may be terminated as follows:

(a)

Termination by the Company for Cause . The Executive’s employment may be terminated for “Cause” by the Company as provided below. As used herein, the

term “Cause” shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on the Executive’s part shall be considered to be reason for termination for Cause if done, or omitted to be done, by the Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after no less than ten (10) days’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. The Date of Termination shall be the date the Board resolution specified herein is delivered to the Executive. Anything herein to the contrary notwithstanding, if, following a termination of the Executive’s employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

(b)

Disability . The Executive’s employment may be terminated by the Company or the Executive upon the Executive’s Disability. For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties for the Company for a period exceeding 120 consecutive days. Any question as to the existence of the Disability of the Executive as to which the Executive (or his guardian) and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive (or his guardian) and the Company. If the Executive (or his guardian) and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made by such medical doctor in writing to the Company and the Executive (or his guardian) shall be final and conclusive for all purposes of the Agreement and the Date of Termination shall be the date the notice of such determination is delivered to the Executive.

(c)

Death . The Executive’s employment shall terminate upon his death, and the date of his death shall be the Date of Termination for purposes of this Agreement.

(d)

Termination by the Executive for Good Reason . The Executive may terminate his employment hereunder for “Good Reason,” provided that the Executive shall have delivered a Notice of Termination within ninety (90) days after the occurrence of the event of Good Reason giving rise to such termination. For

purposes of this Agreement, “Good Reason” shall not mean a termination resulting from non-renewal of this Agreement. “Good Reason” shall mean the occurrence of one or more of the following circumstances, without the Executive’s express written consent (except in the case of a Change in Control as provided in Section 10(d)(viii) hereof), and which are not remedied by the Company within thirty (30) days of receipt of the Executive’s Notice of Termination except in the event of a Change in Control:

(i)

an assignment to the Executive of any duties materially inconsistent with his position, duties, responsibilities, and status with the Company, or any material limitation of the powers of the Executive not consistent with the powers of the Executive contemplated by Section 3 hereof;

(ii)

any removal of the Executive from, or any failure to appoint or elect, or re-elect, the Executive to any position specified in Section 1 of this Agreement (subject to the last sentence of Section 1);

(iii)

any change of the Executive’s title(s) as specified in Section 1 of this Agreement;

(iv)

the Company’s requiring the Executive, without his written consent, to be based at any office or location more than 75 miles commuting distance from the locations referred to in Section 4 of this Agreement;

(v)

a reduction in the Executive’s Base Salary or Annual Bonus target incentive opportunity as in effect from time to time, without his written consent;

(vi)

the failure of the Company to continue in effect any material Benefit Plan that was in effect on the Effective Date or provide the Executive with substantially equivalent benefits without his written consent;

(vii)

any other material breach by the Company of this Agreement;

(viii)

“Change in Control” as defined in Section 11(h) of this Agreement (whether or not the Executive consents to such Change in Control);

(ix)

a failure of the Company to secure a written assumption by any successor company as provided in Section 15(g) hereof; or

(x)

any amendment to (or the termination of) the SERP that adversely impacts or otherwise reduces the Executive’s entitlements thereunder.

In the event of a termination for Good Reason, except as otherwise provided herein, the Date of Termination shall be the date specified in the Notice of Termination, and shall not be more than thirty (30) days after the Notice of Termination.

(e)

Other Terminations . Notwithstanding the foregoing, the Company or the Executive may terminate the Executive’s employment under this Agreement at any time, subject to the provisions of Section 10(f) hereof. If the Executive’s employment is terminated hereunder for any reason other than as set forth in Sections 10(a) through 10(d) hereof, the date on which a Notice of Termination is given or any later date (within 30 days) set forth in such Notice of Termination shall be the Date of Termination.

(f)

Notice of Termination . Any termination of the Executive’s employment hereunder by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provisions so indicated and a date of termination.

(g)

Resignation . Upon the Date of Termination for any reason (other than an expiration of the Employment Term), the Executive shall be deemed to have resigned as a director and/or officer of the Company; provided, however, that in the case of a non-renewal by the Company of the Employment Term in accordance with Section 2 hereof, the Date of Termination shall be the last day of the applicable Employment Term.

11.

Compensation upon Termination or During Disability .

(a)

Disability . During any period (“Disability Period”), during the Employment Term that the Executive fails to perform his duties hereunder as a result of Disability, the Executive shall continue to (i) receive his full Base Salary and bonus otherwise payable for that period of the Employment Term including the Disability Period and (ii) participate in the Benefit Plans. In the event the Executive’s employment is terminated upon Disability (as defined in Section 10(b) hereof), the Executive shall be entitled to: (1) the payments and benefits provided in Section 11(e)(i), (ii) and (iii), provided that the severance (Base Salary and Target Bonus) and benefit continuation period shall be three years, (2) a Pro-Rata Target Bonus (as defined herein) for the year in which termination for Disability occurs, payable in a lump-sum within 30 days following the Date of Termination (with the actual payment date during such 30-day period to be determined in the Company’s sole discretion), and any earned and unpaid bonus relating to services performed by the Executive in the year preceding his termination due to Disability, (3) immediate vesting of all outstanding stock options, including the Option Shares, with all vested stock options remaining exercisable for the remainder of their original terms (and in the event there are any restrictions on exercising such options after vesting, the Executive shall be entitled to exerc