EMPLOYMENT AGREEMENT

Exhibit 10.24

EMPLOYMENT AGREEMENT

     This Agreement is made as of this March 12, 2007, (this “Agreement”) by and between First Solar, Inc., a Delaware corporation having its principal office at 4050 East Cotton Center Boulevard, Building 6, Suite 68, Phoenix, Arizona 85040 (hereinafter “Employer”) and Bruce Sohn (hereinafter “Employee”).

WITNESSETH :

     WHEREAS, Employer and Employee wish to enter into an agreement relating to the employment of Employee by Employer.

     NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants, terms and conditions set forth herein, and intending to be legally bound hereby, Employer and Employee hereby agree as follows:

ARTICLE I. Employment

1.1 At-Will Nature of Employment . Employer hereby employs Employee as a full-time, at-will employee, and Employee hereby accepts employment with Employer as a full-time, at-will employee. Employer or Employee may terminate this Agreement at any time and for any reason, with or without cause and with or without notice, subject to the provisions of this Agreement.

1.2 Position and Duties of Employee . Employer hereby employs Employee in the initial capacity of President and Employee hereby accepts such position. Employee agrees to diligently and faithfully perform such duties as may from time to time be assigned to Employee by the Chief Executive Officer. Employee recognizes the necessity for established policies and procedures pertaining to Employer’s business operations, and Employer’s right to change, revoke or supplement such policies and procedures at any time, in Employer’s sole discretion. Employee agrees to comply with such policies and procedures, including those contained in any manuals or handbooks, as may be amended from time to time in the sole discretion of Employer.

1.3 No Salary or Benefits Continuation Beyond Termination . Except as may be required by law or as otherwise specified in this Agreement or the Change in Control Agreement between Employer and Employee (the “Change in Control Agreement”), Employer shall not be liable to Employee for any salary or benefits continuation beyond the date of Employee’s cessation of employment with Employer. The rights and obligations set forth in Sections 1.3, 1.5 and 4.1 of this Agreement shall survive termination of Employee’s employment and termination of this Agreement.

1.4 Termination of Employment . Employee’s employment with Employer shall terminate upon the earliest of: (i) Employee’s death; (ii) unless waived by Employer,

Employee’s disability, either physical or mental (as determined by a qualified physician mutually agreeable to Employer and Employee) which renders Employee unable, for a period of at least six (6) months, effectively to perform the obligations, duties and responsibilities of Employee’s employment with Employer; (iii) the termination of Employee’s employment by Employer for cause (as hereinafter defined); (iv) Employee’s resignation; and (v) the termination of Employee’s employment by Employer without cause. As used herein, “cause” shall mean the Employer’s good faith determination of: (a) Employee’s dishonest, fraudulent or illegal conduct relating to the business of Employer; (b) Employee’s willful breach or habitual neglect of Employee’s duties or obligations in connection with Employee’s employment; (c) Employee’s misappropriation of Employer funds; (d) Employee’s conviction of a felony or any other criminal offense involving fraud or dishonesty, whether or not relating to the business of Employer or Employee’s employment with Employer; (e) Employee’s excessive use of alcohol; (f) Employee’s use of controlled substances or other addictive behavior; (g) Employee’s unethical business conduct; (h) Employee’s breach of any statutory or common law duty of loyalty to Employer; or (i) Employee’s material breach of this Agreement, the Non-Competition and Non-Solicitation Agreement between Employer and Employee (the “Non-Competition Agreement”), or the Confidentiality and Intellectual Property Agreement between Employer and Employee (the “Confidentiality Agreement”), or the Change in Control Agreement. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by Employee as a result of such employment with Employer and all property of Employer.

1.5 Severance Payments and Vacation Pay.

     (a)  Vacation Pay in the Event of a Termination of Employment. Employee shall be entitled to receive, in addition to the severance payments described in Sections 1.5(a) above, the dollar value of any earned but unused (and unforfeited) vacation.

     (b)  Severance Payments in the Case of a Termination Without Cause Pursuant to Clause 1.4(v) . If Employee’s employment is terminated by Employer pursuant to clause (v) of Section 1.4 (termination without cause), then, subject to the Change in Control Agreement, Employee shall be entitled to severance pay equal to two (2) times the Base Salary (as hereinafter defined) in effect as of the date of termination of employment payable in accordance with Employer’s regular payroll practices. Severance payments shall be reduced by any compensation that Employee earns during the 24 months following such termination of employment. Severance payments shall be subject to any applicable tax withholding. Employee agrees to notify Employer of the amounts of such compensation earned. Notwithstanding anything to the contrary herein, no severance payments shall be made unless Employee executes a general release in favor of Employer and its affiliates substantially in the form attached as Exhibit A satisfactory to Employer and such release is effective and irrevocable.

     (c)  Medical Insurance . In the event of the termination of Employee’s employment with Employer without cause under Section 1.4(v) above, Employer will

Page 2 of 6

provide or pay for Employee’s medical insurance benefit, at the same or a comparable level as provided by Employer during Employee’s employment for 24 months after such termination.

     (d)  Vesting . In the event of the termination of Employee’s employment with Employer without cause under Section 1.4(v) above, Employee’s stock options, restricted stock or any other equity compensation subject to vesting shall continue to vest for another twelve (12) months after such termination. After such twelve-month period, Employee will have a 90 day period in which to exercise any vested stock options or other equity compensation, provided that if during such 90 day period, Employee is under any trading restriction due to a lockup agreement or closed trading window, such 90 day period shall be tolled during the period of such trading restriction.

ARTICLE II. Compensation

2.1 Base Salary . Employee shall be compensated at an annual base salary of $350,000.00 (the “Base Salary”) while Employee is employed by Employer under this Agreement, subject to such annual increases that Employer may in its sole discretion determine to be appropriate. Such Base Salary shall be paid in accordance with Employer’s standard policies and shall be subject to applicable tax withholding.

2.2 Annual Bonus Eligibility . Employee shall be eligible to receive an annual bonus of up to seventy percent ( 70 %) of Employee’s Base Salary based upon individual and company performance, as determined by Employer in its sole discretion. The specific bonus eligibility and the standards for earning a bonus will be developed by Employer and communicated to Employee as soon as practicable after the beginning of each year.

2.3 Benefits . Employee also shall be eligible to receive all benefits as are available to similarly situated employees of Employer generally, and any other benefits which Employer may in its sole discretion elect to grant to Employee. In addition, Employee shall be entitled to four (4) weeks paid vacation per year, which shall be accrued in accordance with Employer’s policies applicable to similarly situated employees of the Employer.

2.4 Reimbursement of Business Expenses . Employee may incur reasonable expenses in the course of employment hereunder for which Employee shall be eligible for reimbursement or advances in accordance with Employer’s standard policy therefore.

2.5 Grant of Equity . Employee will be eligible to participate in the Employer’s equity participation programs to acquire options or equity incentive compensation units in the common stock of First Solar, Inc., subject to and in accordance with the following contingencies: (1) additional terms contained in Employer’s equity grant documentation, (2) approval if required of the Employer’s equity incentive plan by Employer’s Board of Directors (the “Board”) and shareholders of Employer, (3) approval of the grants by the Board, (4) Employee’s execution of documents requested by Employer at the time of grant (5) Employee’s continued employment through the grant date, (6) in accordance with the

Page 3 of 6

2006 Omnibus Equity Incentive Compensation Plan and (7) in accordance with the policies, procedures and practices from time to time of the Employer for granting such options or equity incentive compensation units.

First Solar will grant Employee options to purchase 150,000 shares of common stock, exercisable at fair market value on the date of grant as determined by the Board. Each year 20% of the option shares will vest on the anniversary of the effective grant date, commencing on the first anniversary of the effective grant date. The options will be subject to the additional terms of grant approved by the Board and the First Solar Omnibus Equity Incentive Equity Plan currently in effect.

2.7 Location . The position will be based in Phoenix, Arizona. Employee will commute from Employee’s current home in Albuquerque, New Mexico to Phoenix during an interim transition stage at which time Employee will relocate permanently to Phoenix. During the transition period, 6-9 months, Employer will reimburse Employee for travel expenses incurred in connection with the foregoing.

ARTICLE III. Absence of Restrictions

3.1 Employee hereby represents and warrants that Employee has full power, authority and legal right to enter into this Agreement and to carry out all obligations and duties hereunder and that the execution, delivery and performance by Employee of this Agreement will not violate or conflict with, or constitute a default under, any agreements or other understandings to which Employee is a party or by which Employee may be bound or affected, including any order, judgment or decree of any court or governmental agency.

ARTICLE IV. Miscellaneous

4.1 Withholding. Any payments made under this Agreement shall be subject to applicable federal, state and local tax reporting and withholding requirements.

4.2 Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the

Page 4 of 6

principles of conflicts of laws. Any judicial action commenced relating in any way to this Agreement including, the enforcement, interpretation, or performance of this Agreement, shall be commenced and maintained in a court of competent jurisdiction located in Maricopa County, Arizona. The parties hereby waive and relinquish any right to a jury trial and agree that any dispute shall be heard and resolved by a court and without a jury. The parties further agree that the dispute resolution, including any discovery, shall be accelerated and expedited to the extent possible. Each party’s agreements in this Section 4.2 are made in consideration of the other party’s agreements in this Section 4.2, as well as in other portions of this Agreement.

4.3 No Waiver . The failure of Employer or Employee to insist in any one or more instances upon performance of any of terms, covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such terms, covenants or conditions.

4.4 Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered, delivered by facsimile transmission or by courier or mailed, registered or certified mail, postage prepaid as follows:

or at such other address or addresses as any such party may have furnished to the other party in writing in a manner provided in this Section 4.4.

4.5 Assignability and Binding Effect . This Agreement is for personal services and is therefore not assignable unless both parties agree in writing. Notwithstanding the foregoing, this Agreement may be assigned by Employer to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Employer (the “Successor”). As used in this Agreement, (a) the term “Employer” shall mean Employer as hereinbefore defined and any Successor and any permitted assignee to which this Agreement is assigned and (b) the term “Board” shall mean the Board as hereinbefore defined and the board of directors or equivalent governing body of any Successor and any permitted assignee to which this Agreement is assigned. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, heirs, executors and legal representatives.

4.6 Entire Agreement . This Agreement, the Change in Control Agreement, the Non-Competition Agreement and the Confidentiality Agreement set forth the entire

Page 5 of 6

agreement between Employer and Employee regarding the terms of Employee’s employment and supersedes all prior agreements between Employer and Employee covering the terms of Employee’s employment. This Agreement may not be amended or modified except in a written instrument signed by Employer and Employee identifying this Agreement and stating the intention to amend or modify it.

4.7 Severability . If it is determined by a court of competent jurisdiction that any of the restrictions or language in this Agreement are for any reason invalid or unenforceable, the parties desire and agree that the court revise any such restrictions or language, including reducing any time or geographic area, so as to render them valid and enforceable to the fullest extent allowed by law. If any restriction or language in this Agreement is for any reason invalid or unenforceable and cannot by law be revised so as to render it valid and enforceable, then the parties desire and agree that the court strike only the invalid and unenforceable language and enforce the balance of this Agreement to the fullest extent allowed by law. Employer and Employee agree that the invalidity or unenforceability of any provision of this Agreement shall not affect the remainder of this Agreement.

4.8 Construction . As used in this Agreement, words such as “herein,” “hereinafter,” “hereby” and “hereunder,” and the words of like import refer to this Agreement, unless the context requires otherwise. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

     IN WITNESS WHEREOF, Employer has caused this Agreement to be executed by one of its duly authorized officers and Employee has individually executed this Agreement, each intending to be legally bound, as of the date first above written.

Page 6 of 6

Exhibit A

SEPARATION AGREEMENT AND RELEASE

I. Release. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, with the intention of binding himself/herself, his/her heirs, executors, administrators and assigns, does hereby release and forever discharge First Solar, Inc., a Delaware corporation (the “ Company ”), and its present and former officers, directors, executives, agents, employees, affiliated companies, subsidiaries, successors, predecessors and assigns (collectively, the “ Released Parties ”), from any and all claims, actions, causes of action, demands, rights, damages, debts, accounts, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity, or otherwise, whether now known or unknown (collectively, the “ Claims ”), which the undersigned now has, owns or holds, or has at any time heretofore had, owned or held against any Released Party, arising out of or in any way connected with the undersigned’s employment relationship with the Company, its subsidiaries, predecessors or affiliated entities, or the termination thereof, under any Federal, state or local statute, rule, or regulation, or principle of common, tort or contract law, including but not limited to, the Fair Labor Standards Act of 1938, as amended , 29 U.S.C. §§ 201 et seq. , the Family and Medical Leave Act of 1993, as amended (the “ FMLA ”), 29 U.S.C. §§ 2601 et seq. , Title VII of the Civil Rights Act of 1964, as amended , 42 U.S.C. §§ 2000e et seq. , the Age Discrimination in Employment Act of 1967, as amended , 29 U.S.C. §§ 621 et seq. , the Americans with Disabilities Act of 1990, as amended , 42 U.S.C. §§ 12101 et seq. , the Worker Adjustment and Retraining Notification Act of 1988, as amended , 29 U.S.C. §§ 2101 et seq. , the Employee Retirement Income Security Act of 1974, as amended , 29 U.S.C. §§ 1001 et seq. , and any other equivalent or similar Federal, state, or local statute; provided , however , that nothing herein shall release the Company (a) of its obligations under that certain Change in Control Severance Agreement in which the undersigned participates and pursuant to which this Separation Agreement and Release is being executed and delivered, (b) from any claims by the undersigned arising out of any director and officer indemnification or insurance obligations in favor of the undersigned and (c) any director and officer indemnification obligations under the Company’s by-laws. The undersigned understands that, as a result of executing this Separation Agreement and Release, he/she will not have the right to assert that the Company or any other Released Party unlawfully terminated his/her employment or violated any of his/her rights in connection with his/her employment or otherwise.

The undersigned affirms that he/she has not filed, caused to be filed, or presently is a party to any Claim, complaint or action against any Release Party in any forum or form and that he/she knows of no facts which may lead to any Claim, complaint or action being filed against any Release Party in any forum by the undersigned or by any agency, group, or class persons. The undersigned further affirms that he/she has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he/she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to him/her from the Company and its subsidiaries, except as specifically provided in this Separation Agreement and Release. The undersigned furthermore affirms that he/she has no known

workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the FMLA. If any agency or court assumes jurisdiction of any such Claim, complaint or action against any Released Party on behalf of the undersigned, the undersigned will request such agency or court to withdraw the matter.

The undersigned further declares and represents that he/she has carefully read and fully understands the terms of this Separation Agreement and Release and that he/she has been advised and had the opportunity to seek the advice and assistance of counsel with regard to this Separation Agreement and Release, that he/she may take up to and including 21 days from receipt of this Separation Agreement and Release, to consider whether to sign this Separation Agreement and Release, that he/she may revoke this Separation Agreement and Release within seven calendar days after signing it by delivering to the Company written notification of revocation, and that he/she knowingly and voluntarily, of his/her own free will, without any duress, being fully informed and after due deliberate action, accepts the terms of and signs the same as his own free act.

[To effect a full and complete general release as described above, the undersigned expressly waives and relinquishes all rights and benefits of Section 1542 of the Civil Code of the State of California, and the undersigned does so understanding and acknowledging the significance and consequence of specifically waiving Section 1542. Section 1542 of the Civil Code of the State of California states as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Thus, notwithstanding the provisions of Section 1542, and to implement a full and complete release and discharge of the Released Parties, the undersigned expressly acknowledges this Separation Agreement and Release is intended to include in its effect, without limitation, all Claims the undersigned does not know or suspect to exist in the undersigned’s favor at the time of signing this Separation Agreement and Release, and that this Separation Agreement and Release contemplates the extinguishment of any such Claim or Claims.] ¹

II. Protected Rights. The Company and the undersigned agree that nothing in this Separation Agreement and Release is intended to or shall be construed to affect, limit or otherwise interfere with any non-waivable right of the undersigned under any Federal, state or local law, including the right to file a charge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“ EEOC ”) or to exercise any other right that cannot be waived under applicable law. The undersigned is releasing, however, his/her right to any monetary recovery or relief should the EEOC

or any other agency pursue Claims on his/her behalf. Further, should the EEOC or any other agency obtain monetary relief on his/her behalf, the undersigned assigns to the Company all rights to such relief.

III. Equitable Remedies. The undersigned acknowledges that a violation by the undersigned of any of the covenants contained in this Agreement would cause irreparable damage to the Company and its subsidiaries in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, the undersigned agrees that, notwithstanding any provision of this Separation Agreement and Release to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Agreement in addition to any other legal or equitable remedies it may have.

IV. Return of Property . The undersigned shall return to the Company on or before [10 DAYS AFTER TERMINATION DATE], all property of the Company in the undersigned’s possession or subject to the undersigned’s control, including without limitation any laptop computers, keys, credit cards, cellular telephones and files. The undersigned shall not alter any of the Company’s records or computer files in any way after [TERMINATION DATE].

V. Severability. If any term or provision of this Separation Agreement and Release is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Separation Agreement and Release shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Separation Agreement and Release is not affected in any manner materially adverse to any party.

VI. GOVERNING LAW. THIS SEPARATION AGREEMENT AND RELEASE SHALL BE DEEMED TO BE MADE IN THE STATE OF DELAWARE, AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT IN ALL RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.

Effective on the eighth calendar day following the date set forth below.

Schedule “A”

RELOCATION MEMO

RELOCATION AGREEMENT

The following constitutes those expenses that First Solar, Inc. (the Company) will reimburse with regards relocation. Direct all questions and report all expenses related to relocation to, John Belinski, Director Compensation & Benefits, ext. 9313.

     The following closing costs will be reimbursed:

      CHANGE IN CONTROL SEVERANCE AGREEMENT (this “ Agreement ”) dated as of March 12, 2007, between First Solar, Inc., a Delaware corporation (the “ Company ”), and Bruce Sohn (the “ Executive ”).

          WHEREAS the Executive is a skilled and dedicated employee of the Company who has important management responsibilities and talents that benefit the Company;

          WHEREAS the Board of Directors of the Company (the “ Board ”) considers it essential to the best interests of the Company and its stockholders to assure that the Company and its subsidiaries will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below); and

          WHEREAS the Board believes that it is imperative to diminish the distraction of the Executive by virtue of the uncertainties and risks created by the circumstances surrounding a Change in Control and to ensure the Executive’s full attention to the Company and its subsidiaries during such a period of uncertainty;

          NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

          SECTION 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

          (a) “ 280G Gross-Up Payment ” shall have the meaning set forth in Section 5(a).

          (b) “ Accounting Firm ” shall have the meaning set forth in Section 5(b).

          (c) “ Accrued Rights ” shall have the meaning set forth in Section 4(a)(iv).

          (d) “ Affiliate(s) ” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

          (e) “ Annual Base Salary ” shall mean the greater of the Executive’s annual rate of base salary in effect (i) immediately prior to the Change in Control Date and (ii) immediately prior to the Termination Date.

          (f) “ Annual Bonus ” shall mean the target annual cash bonus the Executive is eligible to earn (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Termination Date occurs.

          (g) “ Bonus Amount ” means, as of the Termination Date, the greater of (i) the Annual Bonus and (ii) the average annual cash bonuses payable to the Executive in respect of any of the three calendar years immediately preceding the Termination Date.

          (h) “ Cause ” means the occurrence of any one of the following:

          (i) the Executive is convicted of, or pleads guilty or nolo contendere to, (A) a misdemeanor involving moral turpitude or misappropriation of the assets of the Company or a Subsidiary or (B) any felony (or the equivalent of such a misdemeanor or felony in a jurisdiction outside of the United States);

          (ii) the Executive commits one or more acts or omissions constituting gross negligence, fraud or other gross misconduct that the Company reasonably and in good faith determines has a materially detrimental effect on the Company;

          (iii) the Executive continually and willfully fails, for at least 14 days following written notice from the Company, to perform substantially the Executive’s employment duties (other than as a result of incapacity due to physical or mental illness or after delivery by the Executive of a Notice of Termination for Good Reason); or

          (iv) the Executive commits a gross violation of any of the Company’s material policies (including the Company’s Code of Business Conduct and Ethics, as in effect from time to time) that the Company reasonably and in good faith determines is materially detrimental to the best interests of the Company.

          The termination of employment of the Executive for Cause shall not be effective unless and until there has been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive is guilty of the conduct described in clause (i), (ii), (iii) or (iv) above and specifying the particulars thereof in detail.

          (i) “ Change in Control ” means the occurrence of any of the following:

          (i) individuals who, as of the date of this Agreement, were members of the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date of this Agreement whose appointment or election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose assumption of office after the date of this Agreement occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is used in

Section 13(d) of the Exchange Act) (each, a “ Person ”) other than the Board or any Specified Shareholder;

     (ii) the consummation of (A) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its Subsidiaries, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable in connection with such transaction (each of the transactions referred to in this clause (A) being hereinafter referred to as a “ Reorganization ”) or (B) a sale or other disposition of all or substantially all the assets of the Company (a “ Sale ”), unless, immediately following such Reorganization or Sale, (1) all or substantially all the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of shares of the Company’s common stock or other securities eligible to vote for the election of the Board outstanding immediately prior to the consummation of such Reorganization or Sale (such securities, the “ Company Voting Securities ”) beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “ Continuing Entity ”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding any outstanding voting securities of the Continuing Entity that such beneficial owners hold immediately following the consummation of such Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company or a Subsidiary), (2) no Person (excluding (x) any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or other entity controlled by the Continuing Entity and (y) any Specified Shareholder) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding voting securities of the Continuing Entity and (3) at least a majority of the members of the board of directors or other governing body of the Continuing Entity were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;

     (iii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in Section 1(i)(ii) that does not otherwise constitute a Change in Control; or

     (iv) any Person, corporation or other entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than any Specified

Shareholder becomes the beneficial owner, directly or indirectly, of securities of the Company representing a percentage of the combined voting power of the Company Voting Securities that is equal to or greater than the greater of (x) 20% and (y) the percentage of the combined voting power of the Company Voting Securities beneficially owned directly or indirectly by all the Specified Shareholders at such time; provided , however , that for purposes of this Section 1(i)(iv) only (and not for purposes of Sections 1(i)(i) through (iii)), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Subsidiary, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or (D) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of Section 1(i)(ii).

          (j) “ Change in Control Date ” means the date on which a Change in Control occurs.

          (k) “ COBRA ” shall have the meaning set forth in Section 4(a)(iii).

          (l) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

          (m) “ Company Voting Securities ” shall have the meaning set forth in Section 1(i)(ii).

          (n) “ Continuing Entity ” shall have the meaning set forth in Section 1(i)(ii).

          (o) “ Disability ” shall have the meaning set forth in Section 4(b)(ii).

          (p) “ Effective Date ” shall have the meaning set forth in Section 2.

          (q) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

          (r) “ Excise Tax ” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such tax.

          (s) “ Good Reason ” means, without the Executive’s express written consent, the occurrence of any one or more of the following:

          (i) any material reduction in the authority, duties or responsibilities held by the Executive immediately prior to the Change in Control Date, but excluding for this purpose an inadvertent reduction not occurring in bad faith and which is remedied by the Company within ten business days after receipt of notice thereof given by the Executive;

          (ii) any material reduction in the annual base salary or annual incentive opportunity of the Executive as in effect immediately prior to the Change in Control Date,

other than an inadvertent reduction not occurring in bad faith and which is remedied by the Company within ten business days after receipt of notice thereof given by the Executive;

          (iii) any change of the Executive’s principal place of employment to a location more than 50 miles from the Executive’s principal place of employment immediately prior to the Change in Control Date;

          (iv) any failure of the Company to pay the Executive any compensation when due (other than an inadvertent failure that is remedied within ten business days after receipt of written notice thereof given by the Executive);

          (v) delivery by the Company or any Subsidiary of a written notice to the Executive of the intent to terminate the Executive’s employment for any reason, other than Cause or Disability, in each case in accordance with this Agreement, regardless of whether such termination is intended to become effective during or after the Protection Period; or

          (vi) any failure by the Company to comply with and satisfy the requirements of Section 10(c).

          The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. A termination of employment by the Executive for Good Reason for purposes of this Agreement shall be effectuated by giving the Company written notice (“ Notice of Termination for Good Reason ”) of the termination setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provisions of this Agreement on which the Executive relied, provided that such notice must be delivered to the Company no later than three months after the occurrence of the event or events constituting Good Reason. Unless the parties agree otherwise, a termination of employment by the Executive for Good Reason shall be effective on the 30th day following the date when the Notice of Termination for Good Reason is given, unless the Company elects to treat such termination as effective as of an earlier date; provided , however , that so long as an event that constitutes Good Reason occurs during the Protection Period and the Executive delivers the Notice of Termination for Good Reason at any time prior to the earlier of the end of the six-month period following the occurrence of such event, for purposes of the payments, benefits and other entitlements set forth herein, the termination of the Executive’s employment pursuant thereto shall be deemed to occur during the Protection Period.

          (t) “ Incumbent Directors ” shall have the meaning set forth in Section 1(i)(i).

          (u) “ Notice of Termination for Good Reason ” shall have the meaning set forth in Section 1(s).

          (v) “ Payment ” means any payment, benefit or distribution (or combination thereof) by the Company, any of its Affiliates or any trust established by the

Company or its Affiliates, to or for the benefit of the Executive, whether paid, payable, distributed, distributable or provided pursuant to this Agreement or otherwise, including any payment, benefit or other right that constitutes a “parachute payment” within the meaning of Section 280G of the Code.

          (w) “ Person ” shall have the meaning set forth in Section 1(i)(i).

          (x) “ Protection Period ” means the period commencing on the Change in Control Date and ending on the second anniversary thereof.

          (y) “ Qualifying Termination ” means any termination of the Executive’s employment (i) by the Company, other than for Cause, death or Disability, that is effective (or with respect to which the Executive is given written notice) during the Protection Period, (ii) by the Executive for Good Reason during the Protection Period or (iii) by the Company that is effective prior to the Change in Control Date, other than for Cause, death or Disability, at the request or direction of a third party who took action that caused, or is involved in or a party to, a Change in Control.

          (z) “ Release ” shall have the meaning set forth in Section 4(a)(v).

          (aa) “ Release Effective Date ” shall have the meaning set forth in Section 4(a)(i).

          (bb) “ Reorganization ” shall have the meaning set forth in Section 1(i)(ii).

          (cc) “ Safe Harbor Amount ” shall have the meaning set forth in Section 5(a).

          (dd) “ Sale ” shall have the meaning set forth in Section 1(i)(ii).

          (ee) “ Section 409A Tax ” shall have the meaning set forth in Section 6.

          (ff) “ Specified Shareholder ” shall mean JWMA Partners, LLC and, following the dissolution of JWMA Partners, LLC, any of (i) the Estate of John T