EMPLOYMENT AGREEMENT

time be agreed by the Executive or assigned by the Chief Operating Officer (or the Executive’s direct supervisor if not the Chief Operating Officer), the Chief Executive Officer or the Board of Directors.  The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term of Employment in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board of Directors of the Company or the appropriate committee thereof shall specifically approve such additional compensation.

(c)           The Executive shall be a full-time employee of the Company and shall exclusively devote all his business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his ability all of the duties required of him as Group President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned to him hereunder.  Notwithstanding the foregoing provisions of this section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit or not-for-profit organizations) as the Chief Operating Officer (or the Executive’s direct supervisor if not the Chief Operating Officer), the Chief Executive Officer or the Board of Directors of the Company may approve, such approval not to be unreasonably withheld.

(d)           The Executive shall comply with the Company’s stock ownership guidelines applicable to the Executive as they may be implemented and/or amended by the Board of Directors or the Compensation Committee of the Board of Directors.

3.  Base Salary and Incentive Bonus Compensation .

(a)  Base Salary.   As compensation for all services to be rendered pursuant to this Agreement and as payment for the rights and interests granted by Executive hereunder, the Company shall pay or cause any of its subsidiaries to pay the Executive a base salary (the “Base Salary”) during the Term of Employment subject to the provisions of Section 3(c) below at the annualized rate of not less than $1,000,000.00.  Subject to Section 6(l) of this Agreement, all amounts of Base Salary provided for hereunder shall be payable in accordance with the regular payroll policies of the Company in effect from time to time.

(b)  Incentive Bonus Compensation.   The Compensation Committee has established for the Executive the target bonus payout for the aggregate opportunities that may be awarded in respect of each fiscal year of the Company under the Company’s Executive Annual Incentive Plan or any subsequent Bonus Plan for executives that is approved by the stockholders of the Company (the “Bonus Plan”) in respect of each Contract Year under this Agreement.   The target bonus payout for the aggregate opportunities in respect of each Contract Year shall be no less than $2,000,000.00.  All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference; provided , however , that except with respect to bonuses deferred in accordance with Section 3(c) hereof, and as otherwise indicated under Section 6, the bonus payout with respect to any fiscal year shall be paid to Executive no later than the 15th day of the third month following the end of such fiscal year.

(c)  Deferral .

(i)  Deferral Elections—In General .  The Executive may elect to defer payment of all or any part of any incentive bonus compensation payable under Section 3(b) by making an election, in a manner prescribed by the Company, on or before December 31 of the

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calendar year before the Contract Year begins (or such earlier date as may be necessary to comply with the applicable tax laws and regulations).

(ii)  Deferral Elections—Performance-Based Compensation .  For any incentive bonus compensation that qualifies as performance-based compensation under Treas. Reg. Section 1.409A-1(e) and is based upon a performance period of at least 12 months, the Executive may make a deferral election at any time before the date that is six months before the applicable performance period ends, but only if (i) the incentive bonus compensation is not readily ascertainable when the election is made and (ii) the service provider has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established.

(iii)  Amounts Subject to Section 162(m) .  If any amount of Base Salary, any amount payable under the Bonus Plan, or any other amount payable to the Executive is not currently deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or like or successor provisions (a “Non-Deductible Amount”), the Company will defer payment of the Non-Deductible Amount until section 162(m) no longer applies to the Executive.  Any amounts so deferred will be credited to a bookkeeping account in the name of the Executive as of the date scheduled for payment (the “Deferred Compensation Account”).  The Deferred Compensation Account will be credited with interest as of each June 30 during the term of deferral, compounded annually, at an annual rate equal to the annual rate of interest announced by Citibank N.A. in New York, New York as its base rate in effect on such June 30, but limited to a maximum annual rate of 9%.

(iv)  Payment of Amounts Deferred And Vested On Or Before December 31, 2004 .  Amounts credited to the Executive’s Deferred Compensation Account on or before December 31, 2004, and any subsequently credited interest, will be paid in cash to the Executive (or the Executive’s designated beneficiary if the Executive dies before payment,)  subject to applicable withholding taxes.  The Company will choose the payment date, which will be no later than ninety (90) days after Executive’s employment with the Company terminates, unless the Executive requests before terminating a later payment date or dates and the Company agrees to the request.

(v)  Payment of Amounts Deferred and Vested After December 31, 2004 .  Subject to Section 6(l), amounts credited to the Executive’s Deferred Compensation Account after December 31, 2004 will be paid to the Executive (or the Executive’s designated beneficiary if the Executive dies before payment), subject to applicable withholding taxes on, or as soon as practicable after, the date the Executive separates from service with the Company (as defined in Treas. Reg. Section 1.409A-1(h)).  The Non-Deductible Amount will be paid at the earliest date at which the Company reasonably expects that the deduction will not be limited or eliminated by Code section 162(m).  The Company, in its sole discretion, may provide an investment facility for all or a portion of such deferred amounts, but is not required to do so.

4.             Equity-Based Compensation .

(a)           General .  In respect of each Contract Year, the Company shall recommend to the Stock Plan Subcommittee of the Compensation Committee that the Executive be awarded under the terms and conditions of the Amended and Restated Fiscal 2002 Share Incentive Plan (the “Share Incentive Plan”), which are incorporated herein by reference, or successor plan and subject to the provisions of Section 6(k) below, equity-based compensation awards in accordance with the policies and procedures of the Company as in

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effect from time to time for its Executive Officers. The terms of such equity-based compensation awards shall be set forth in separate grant letters approved by the Stock Plan Subcommittee of the Compensation Committee.  The recommended annual equity-based compensation awards shall be of an equivalent value to a grant of stock options with respect to 125,000 shares of the Company’s Class A Common Stock and determined in accordance with procedures generally utilized by the Company for its financial reporting at the time of grant.

(b)         Certain Conditions .  Executive acknowledges and agrees that any grant of equity-based compensation otherwise provided for in this Section 4 shall be effective as provided herein only to the extent permitted by the Share Incentive Plan, and this Agreement shall not obligate the Company to adopt any successor plan providing for the grant of equity-based compensation.  If authority over the Company’s equity compensation programs is changed from the Stock Plan Subcommittee to the Compensation Committee (or other committee), then after such change, references herein to the Stock Plan Subcommittee shall be to the appropriate committee.

5.                                        Benefits.

(a)                                   Standard Benefits.   During the Term of Employment, the Executive shall be entitled to participate in all pension and retirement savings, fringe benefit and welfare plans, including life insurance, medical, health and accident, disability, and vacation plans and programs maintained by the Company from time to time for senior executives at a level commensurate with his position.  The Executive acknowledges that participation in such programs may result in the receipt by him of additional taxable income.

(b)  Perquisite Reimbursement; Financial Counseling .  During the Term of Employment, the Company shall reimburse the Executive for the actual expenses incurred by him in connection with his professional standing, in accordance with the guidelines set out in the Company’s Senior Executive Compensation Program Perquisite Plan and upon presentation of proper expense statements or vouchers or such other supporting information as the Company may reasonably require of the Executive.  Such reimbursement shall generally occur within seventy-five (75) days after the end of the calendar year of presentment, provided that such presentment occurs within ninety (90) days after the date the related expense were incurred.  Notwithstanding the above, to the extent that the expenses were incurred in one calendar year and presentment occurs in the following calendar year, such reimbursement shall occur by the end of the calendar year in which the presentment occurs.  In no event shall the gross amount of such reimbursements be greater than $15,000.00 in respect of any calendar year during the Term of Employment, nor shall amounts that are not reimbursed in one calendar year up to the $15,000.00 per year limitation be able to be used in another calendar year or otherwise be made available to the Executive.  Additionally, the Company will pay directly to the service provider following presentment of invoice(s) reasonably acceptable to the Company up to $5,000.00 per year for reasonable financial counseling services for the Executive, and in no event shall amounts up to the $5,000.00 per year limitation that are not paid in one calendar year be able to used in another calendar year or otherwise be made available to the executive.  The Executive acknowledges that participation in such programs will result in the receipt by him  of additional taxable income.

(c)  Executive Auto. The Executive will participate in the Executive Automobile Program of the Company, and may elect to be provided an automobile having an acquisition value of up to $50,000.00.  Alternatively, the Executive may receive an automobile allowance in

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the gross monthly amount of $1,100.00.  The Executive acknowledges that participation in this program will result in the receipt by him of additional taxable income.

(d)  Expenses . The Company agrees to reimburse the Executive for all reasonable and necessary travel (inclusive of first class air travel), business entertainment and other business out-of-pocket expenses incurred or expended by him in connection with the performance of his duties hereunder upon presentation of proper expense statements or vouchers or such other supporting information as the Company may reasonably require of the Executive.  The timing of payment of such reimbursements and presentation by the Executive of expenses incurred shall be in accordance with the rules described in Section 5(b).

(e)  Spousal Travel . The Executive may upon prior approval of the Chief Executive Officer (or the Executive’s direct supervisor if not the Chief Executive Officer) or his or her designee arrange for his spouse or domestic partner to accompany him on up to two (2) business related travel itineraries per fiscal year, on a reasonable basis, at Company expense.  Any reimbursement for such travel shall require presentation of proper expense statements or vouchers or such other supporting information as the Company may reasonably require of the Executive, in accordance with the timeframe described in Section 5(b).  The Executive acknowledges that participation in this program will result in the receipt by him of additional taxable income.

(f)  Executive Term Life Insurance .  During the Term of Employment, the Company shall pay premiums on a term life insurance policy with a face amount of $5,000,000.00.  Such obligation to pay premiums is subject to standard underwriting conditions.  The Executive acknowledges that this coverage will result in the receipt by him of additional taxable income.

6.                                        Termination.

(a)                                   Permanent Disability .  In the event of the “permanent disability” (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination of employment, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination of employment, to be paid in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which termination due to permanent disability occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) his Base Salary under Section 3(a) hereof for a period of one (1) year from the date of termination as a result of permanent disability (the “Disability Continuation Period”), paid in accordance with Section 6(l)(i) hereof; provided , however , that the Company shall only be required to pay that amount of the Executive’s Base Salary which shall not be covered by short-term disability payments or benefits or long-term

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disability payments or benefits, if any, to the Executive under any Company plan or arrangement.  In addition, upon termination for permanent disability, the Executive shall continue to participate, to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements of the Company during the Disability Continuation Period (disregarding any required delay in payments under Section 6(l)).  Thereafter, the Executive’s rights to participate in such programs and plans, or to receive similar coverage, if any, shall be as determined under such programs.  Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Disability Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the sum of (x) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Disability Continuation Period (or other period as expressly provided herein), and (y) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Disability Continuation Period (or other period as expressly provided herein) over the actual benefit to which the Executive is entitled, in each case, under any and all qualified and non-qualified defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive’s date of termination (such sum, the “Pension Replacement Payment”).  Notwithstanding the above, any amounts payable under this Section 6(a) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination for permanent disability occurs; any amounts payable under this Section 6(a) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement.  Except as otherwise provided in this Section 6(a), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.  For purposes of this Section 6(a), “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period.

(b)           Death .  In the event of the death of the Executive during the Term of Employment, Executive’s employment and this Agreement shall automatically terminate.  In the event of such termination the Company shall have no further obligations hereunder, except to pay the Executive’s beneficiary or legal representative (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his death, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his death, in accordance with Section 3(b) hereof; (iii) a pro-rata portion of the annual bonus payout the Executive would have been entitled to receive had he remained in the employ of the Company through the end of the Contract Year during which termination due to his death occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 per year for a period of one (1) year from the date of termination, in accordance with Section 5(b) hereof; and (v) for a period of one (1) year from the date of his death, the Executive’s Base Salary as established under Section 3(a) hereof as of the date of

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his death, paid in accordance with Section 3(a) hereof; provided , however , that, except as otherwise provided in this Section 6(b), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.

(c)           Termination Without Cause .  The Company shall have the right, upon ninety (90) days’ prior written notice given to the Executive, to terminate the Executive’s employment for any reason whatsoever (excluding for Cause (as defined below)).  In the event of such termination, the Company shall have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(l)(i), his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable (with respect to completed Contract Years) to the Executive during the Term of Employment , or, if such termination occurs prior to the payment of any bonus hereunder, $1,000,000.00, to be paid in accordance with Section 6(l)(i) ; (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $10,000.00 for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company.  Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period.  Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise.  In the event of termination pursuant to this Section 6(c), the Executive shall not be required to mitigate his damages hereunder.

(d)           Cause.   The Company shall have the right, upon notice to the Executive, to terminate the Executive’s employment under this Agreement for “Cause” (as defined below), effective upon the Executive’s receipt of such notice (or such later date as shall be specified in such notice), and the Company shall have no further obligations hereunder, except to pay the Executive his accrued but unpaid salary, in accordance with Section 3(a) hereof, and provide

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the Executive with any benefit under the employee benefit programs and plans of the Company as determined under s