EMPLOYMENT AGREEMENT

3.             Compensation and Expenses.

3.1.1         Base Salary . Subject to the next sentence of this Section 3.1.1, the Employee shall be compensated at the annual rate of two hundred eighty five thousand dollars ($285,000) (“Base Salary”), payable on a bi-weekly basis in accordance with the Company’s standard payroll procedures. The Base Salary will be subject to annual reviews in accordance with Company policy.  Such reviews shall form the basis for any increase in Base Salary.

3.1. 2        Initial Stock Options.   The Company shall grant to Employee, conditioned upon Employee’s commencement of employment with the Company, one hundred fifty thousand (150,000) options to purchase Class A Common Stock of the Company at the Fair Market Value per share on the first date of Employee’s employment with the Company.  All such shares shall be subject to all conditions of the current Company stock option incentive plan provisions (a copy of which has been or will be provided to Employee), and will vest one-third (1/3) on the first date of Employee’s employment with the Company; one-third (1/3) on the anniversary of such date; and one-third (1/3) on the second anniversary of such date.  Documentation of the grant shall be delivered to Employee within fifteen (15) days of Employee’s commencement of employment with the Company as set forth in Section 2.

3.1.3         Initial Restricted Stock Units .  Within fifteen (15) days of Employee’s and Company’s execution of this Agreement, the Company shall issue to Employee twelve thousand (12,000) Restricted Stock Units based on the Company’s Senior Management Performance criteria for 2009, a copy of which has previously been provided  to Employee.

3.1.4         Make Whole Benefit.   Company understands that Employee has forsaken or lost the opportunity to realize certain benefits otherwise available to Employee in association with his employment prior to employment with the Company.  In recognition thereof, the Company shall within fifteen (15) days of Employee’s commencement of employment with the Company or set forth in Section 2, provide Employee with a one-time make whole benefit in the amount of two hundred thousand dollars ($200,000.00), one-half (1/2) of which shall be payable to Employee in cash, and one-half (1/2) of which shall be payable to Employee in Restricted Stock Units which will vest in six months from the time of issuance.

3.2           Incentive Compensation . In addition to the Base Salary, on an annual basis, subject to annual reviews in accordance with Company policy, and also subject to the overall performance of the Company, the Employee shall be eligible  to receive a bonus (“Bonus”) consisting of (i) a cash bonus of up to eighty five percent (85%) of Employee’s Base Salary, (ii) issuance of additional stock options of the Company or (iii) a combination of both cash and stock options in an amount to be determined prior to the conclusion of each fiscal year of the Company during the Agreement Term in the sole discretion of the Compensation Committee of the Board (the “Compensation Committee”).  Should a cash Bonus be payable to Employee, it is expected that it will be based on an initial review during June 2009, and payable in July 2009, and at similar time frames during the Agreement Term (and in any event no later than 2 ½ months after the end of the later of the Employer’s fiscal year or the Employee’s taxable year during which the Bonus was earned.

3.3.1         Business Expenses .  Upon submission of appropriate invoices or vouchers, the Company shall pay or reimburse the Employee for all reasonable and necessary expenses actually incurred or paid by him during the Agreement Term in the performance of his duties hereunder.

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3.3.2         Relocation and Temporary Living and Commuting Expenses.   Employee will relocate to the greater Rutland, Vermont area in order to be employed in the Rutland, Vermont headquarters of the Company.  Employee shall conclude such relocation within eight (8) months of the date of this Agreement.  To assist Employee with his relocation expenses, the Company shall pay Employee one hundred five thousand dollars ($105,000.00) on or before March 15, 2009.

3.4           Participation in Benefit Plans . Subject to each plan’s Employee contribution requirement, the Employee shall be entitled to immediately participate in any health benefit or other employee benefit plans available to the Company’s senior executives as in effect from time to time, including, without limitation, any qualified or non-qualified pension, profit sharing and savings plans, any death and disability benefit plans, any medical, dental, health and welfare plans and any stock purchase programs, on terms and conditions at least as favorable as provided to other senior executives, and to continue to participate in them during the Severance Benefit Term (as defined in Section 4.4.1(g), if applicable), in each case to the extent that he may be eligible to do so under the applicable provisions of any such plan and applicable law. Following the termination of the Employee hereunder or the expiration of the Severance Benefit Term (if applicable), the Employee and his eligible dependents shall be eligible for health care continuation under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) to the extent authorized by law and at Employee’s own cost.

3.5           Vacation . The Employee shall be entitled to four (4) weeks of annual vacation and shall be subject to the Company’s standard holiday schedule.  Unused vacation shall not be carried over into any subsequent year during the Agreement Term. The Company shall have no obligation to pay the Employee for any unused vacation.

3.6           Fringe Benefits and Perquisites . The Employee shall be entitled to a monthly auto allowance of six hundred fifty dollars ($650.00) per month; a company paid gas card related to the use of said automobile; as well as any fringe benefits and perquisites that are generally made available to senior executives of the Company from time to time and that are approved by the Compensation Committee.

4.             Termination .  The Employee’s employment hereunder may be terminated only under the following circumstances:

4.1            Death .  The Employee’s employment hereunder shall terminate automatically upon his death, in which event the Company shall pay to the Employee’s written designee or, if he has no written designee, to his spouse or, if he leaves no spouse and has no written designee, to his estate, (i) Severance and Acceleration Payment  immediately upon death,  and (ii) all reasonable expenses actually incurred or paid by the Employee in the performance of his duties hereunder prior to the date of death.

4.2            Disability . The Company may terminate the Employee’s employment hereunder if (i) as a result of the Employee’s incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a full-time basis for an aggregate of 180 consecutive or non-consecutive business days in any 12 consecutive-month period and (ii) within 10 days after written notice of termination hereunder is given by the Company, the Employee shall not have returned to the performance of his duties hereunder on a full-time basis. The determination of incapacity or disability under the preceding sentence shall be made in good faith by the Company based upon information supplied by a physician selected by the Company or its insurers and reasonably acceptable to the Employee or his legal representative. During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”),

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the Employee shall continue to receive his full Base Salary hereunder until his employment is terminated pursuant to this Section 4.2, provided that amounts payable to the Employee shall be reduced by the sum of the amounts, if any, paid to the Employee during the Disability Period under any disability benefit plans of the Company. If the Employee is terminated pursuant to this Section 4.2 the Company shall pay to the Employee (or his legal representative):  (i) Severance, payable as described in Section 4.4.1(e), (ii) the Acceleration Payment, payable as described in Section 4.4.1(b), (iii) Severance Benefits for the Severance Benefit Term, and (iv) all reasonable expenses actually incurred or paid by the Employee in the performance of his duties hereunder prior to the date of termination due to disability.

4.3            Termination by Company .

4.3.1 Termination by Company for Cause.   The Company (i) shall have “Cause” to terminate the Employee’s employment hereunder upon the Employee (A) being convicted of a crime involving the Company (other than pursuant to actions taken at the direction or with the approval of the Board), (B) having engaged in (1) willful misconduct which has a material adverse effect on the Company, (2) willful or gross neglect which has a material adverse effect on the Company, (3) fraud, (4) misappropriation or (5) embezzlement in the performance of his duties hereunder, or (C) having breached in any material respect the material terms and provisions of this Agreement and failed to cure such breach within fifteen (15) days following written notice from the Company specifying such breach and (ii) may terminate the Employee’s employment on written notice given to the Employee at any time following the occurrence of any of the events described in clauses (i)(A) and (i)(B) above and on written notice given to the Employee at any time not less than 60 days following the occurrence of any of the events described in clause (i)(C) above.  In the event the Employee’s employment is terminated by the Company for “Cause”, the Employee shall be entitled to continue to receive Base Salary accrued but unpaid and expenses incurred but not repaid to the Employee, in each case only until the effective date of such termination.

4.3.2         Termination by Company other than for Cause.   In the event the Employee’s employment is terminated by the Company other than for Cause, the Employee shall be entitled to (i) Severance, payable as described in Section 4.4.1(e), (ii) the Acceleration Payment payable as described in Section 4.4.1(b), (iii) Severance Benefits for the Severance Benefit Term, and (iv)  the accelerated vesting at the time of termination of any stock options or equity grants (such as Restricted Stock Units, with respect to which payment also shall be made upon such vesting) issued by the Company to the Employee.

4.4            Termination by Employee .

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

(a)            “ Affiliate ” means, with respect to the Company, any entity directly or indirectly controlled, controlling or under common control with the Company.

(b)            “Acceleration Payment ” means an amount in cash equal to the value of (i) any Base Salary accrued but unpaid prior to the date of termination, (ii) Bonus accrued but unpaid prior to the date of termination and (iii) any vacation accrued but unused prior to the date of termination.  The Acceleration Payment shall be payable in a lump sum immediately upon termination, subject to Section 11.  The Acceleration Payment is not “deferred compensation” within the meaning of Section 409A (as defined below).

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(c)            “ Good Reason ” means the occurrence of one or more of the following conditions: the assignment to the Employee of any duties inconsistent with his status as Senior Vice President and Chief Financial Officer,  a material adverse alteration in the nature or status of his responsibilities from those provided herein or the transfer of a significant portion of such responsibilities to one or more third persons, a material diminution in the Employee’s compensation, provided that the Employee has given the Company notice within 90 days of the initial existence of the condition, the Company has not remedied the condition within 30 days after receiving such notice and the Employee actually terminates within 180 days of the initial existence of such condition.

(e)            “ Severance ” means the sum of:  (i) two (2) times the highest Base Salary that was paid to the Employee at any time prior to termination by the Employee for Good Reason or prior to when the Employee’s employment is terminated by the Company other than for “Cause”; and (ii) two (2) times 85% of the highest Base Salary used in clause (i).  Severance due under (i) shall be paid bi-weekly in accordance with Company payroll procedures, commencing immediately upon termination, and Severance due under (ii) shall be paid in a lump sum within sixty (60) days of the date of Employee’s termination, in all cases subject to Section 11 and, to the extent applicable, Section 20, and less applicable Employee payroll deductions.  Severance payable under clause (i) is intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment payment thereof shall be treated as a separate payment.  Severance payable under clause (ii) is intended to, and shall be construed to, fit within the short-term deferral exception to Section 409A.

(f)             “ Severance Benefits ” means the group medical, dental, disability and life insurance benefits contemplated by Section 3.4 of this Agreement.  The Severance Benefits are intended to, and shall be construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for purposes of Section 409A.

(g)            “ Severance Benefit Term ” means two (2) years from the date Employee terminates his employment for Good Reason, or the Employee’s employment is terminated by the Company other than for Cause.

(h)            “ Section 409A &rdquo