(iii)          The conviction or plea of no contest or nolo contendere of Key Employee for any felony or any crime involving moral turpitude; or

(iv)          Key Employee’s failure or refusal to carry out, or comply with, in any material respect, any lawful directive of the Board consistent with the terms of the Agreement which is not remedied within thirty (30) days after Key Employee’s receipt of written notice from the Company.

Notwithstanding the foregoing, Key Employee shall not be deemed to have been terminated for Cause pursuant to this Section 1.1(c)  unless and until there shall have been delivered to him a copy of a resolution duly adopted by at least seventy-five percent (75%) of the entire membership of the Board (not including for this purpose Key Employee if Key Employee is then a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice to Key Employee and a reasonable opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Key Employee engaged in conduct set forth in this Section 1.1(c) .

(d)         “Change in Control” means the occurrence of a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as defined in Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii), respectively.

(e)          “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

(f)          “Code” means the Internal Revenue Code of 1986, as amended.

(g)         “Disability” means that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, Key Employee is unable to engage in any substantial gainful activity or is receiving income replacement benefits under an accident and health benefit plan covering employees of the Company for a period of not less than three months.

(h)         “Good Reason” means:

(i)            a reduction of Key Employee’s Base Salary and/or annual target bonus opportunity without Key Employee’s consent,

(ii)           a material reduction of Key Employee’s duties (without the Key Employee’s consent) from those in effect as of the Effective Date or as subsequently agreed to by Key Employee and the Company for which Key Employee shall have given the Company written notice of such breach and the Company shall have failed to cure such breach within thirty (30) days after receipt of such notice,

(iii)          the relocation of the Key Employee’s primary work site to a location greater than fifty (50) miles from the Key Employee’s work site as of the Effective Date, or

2

(iv)          any other material breach by the Company of a material provision of this Agreement for which Key Employee shall have given the Company written notice of such breach and the Company shall have failed to cure such breach within thirty (30) days after receipt of such notice.

(i)           “Post-Termination Period” means the period beginning on the date that Key Employee’s employment terminates and ending on the first anniversary of such date; provided, however, that with respect to a termination without Good Reason, such period shall begin on the date that Key Employee’s employment terminates and end on the six-month anniversary of such date.

(j)           “Protection Period” means the period beginning on the date of the occurrence of a Change in Control and ending 12 months following the occurrence of a Change in Control.

(k)          “Severance Pay” means

(i)            one-half (1/2) the sum of Key Employee’s annual Base Salary and Target Bonus as of the date of his termination of employment, in the case of a termination by Key Employee without Good Reason, whether or not during the Protection Period;

(ii)           two (2) times the sum of Key Employee’s annual Base Salary and Target Bonus as of the date of his termination of employment, in the case of a termination Without Cause outside the Protection Period or a termination by Key Employee with Good Reason outside the Protection Period; and

(iii)          three (3) times the sum of Key Employee’s annual Base Salary and Target Bonus as of the date of his termination of employment, in the case of a termination Without Cause during the Protection Period or a termination by Key Employee for Good Reason during the Protection Period.

(l)           “Severance Period” means

(i)            the six (6) month period following the date of his termination of employment, in the case of a termination by Key Employee without Good Reason, whether or not during the Protection Period; and

(ii)           the two (2) year period following the date of his termination of employment, in the case of a termination Without Cause or a termination by Key Employee for Good Reason, whether or not during the Protection Period.

(m)         “Without Cause” means termination by the Company of Key Employee’s employment at the Company’s sole discretion for any reason, other than by reason of Key Employee’s death or Disability, and other than a termination based upon Cause.

1.2          Interpretations . In this Agreement, unless a clear contrary intention appears, (a) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (b) 

3

reference to any Article or Section, means such Article or Section hereof; and (c) the word “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term.

ARTICLE II

EMPLOYMENT AND DUTIES

2.1          Term . The term of this Agreement shall be three (3) years commencing on the Effective Date of this Agreement (the “ Initial Term ”), provided, however, that the Agreement shall automatically be extended for an additional one-year period at the end of the Initial Term and each one-year anniversary thereafter (each a “ Renewal Term ” and together with the Initial Term being referred to herein as the “ Employment Term ”), unless not later than one-hundred eighty (180) days prior to the end of the then-current period, either Key Employee or the Company shall have provided written notice to the other party that it does not wish to extend the Agreement.

2.2          Position, Duties and Services . The Key Employee shall serve in the position of Group Vice President and shall have duties and responsibilities consistent with an executive serving in such capacity. The Key Employee shall perform such duties and responsibilities diligently and to the best of his abilities. The Key Employee’s employment will be subject to the supervision and direction of the Chief Executive Officer of the Company and the Board.

2.3          Compensation .

(a)           Base Salary . Key Employee shall receive an initial Base Salary at the rate of [ ] dollars [($ )] per annum payable in periodic installments in accordance with the Company’s normal payroll practices and procedures, which Base Salary may be increased (but not decreased) by the Board or (a committee thereof) from time to time.

(b)           Target Bonus . During the Employment Term, Key Employee shall be eligible to receive an annual target bonus (the “Target Bonus”) based on the achievement of annual performance objectives, as determined by the Board (or a committee thereof) in its discretion.

(c)           Incentive, Savings, Profit Sharing, and Retirement Plans . During the Employment Term, Key Employee shall be entitled to participate in all incentive, savings, profit sharing and retirement plans, practices, policies and programs applicable generally, from time to time, to other similarly situated employees of the Company.

(d)           Welfare Benefit Plans . During the Employment Term, Key Employee and/or Key Employee’s family, as the case may be, shall be eligible for participation in and will receive all benefits under the welfare benefit plans, practices, policies and programs applicable generally, from time to time, to other similarly situated employees of the Company.

2.4          Severance Benefit . Key Employee shall be entitled to receive the severance benefits described in ARTICLE III upon his termination of employment during the Employment Term, provided he satisfies the requirements outlined in ARTICLE III .

4

2.5          Indemnification . The Company shall (i) indemnify, hold harmless and defend Key Employee to the extent permitted under applicable law from and against reasonable costs, including reasonable attorneys fees, incurred by him in connection with or arising out of any acts or decisions made by Key Employee in the course and scope of his employment hereunder and (ii) pay all reasonable expenses and reasonable attorney’s fees actually incurred by Key Employee in connection with or relating to the defense of any claim, action, suit or proceeding by any third party against Key Employee arising out of or relating to any acts or decisions made by Key Employee in the course and scope of his employment hereunder; provided, however, that such indemnification shall not apply with respect to the commission of a criminal act or any gross misconduct by Key Employee. This Section 2.5 shall survive the termination or expiration of this Agreement.

ARTICLE III

EARLY TERMINATION

3.1          Death . Upon the death of Key Employee during the Employment Term, the Agreement shall terminate and Key Employee’s estate shall be entitled to payment of his Base Salary through the date of such termination plus any compensation and benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which Key Employee is a participant.  Payment of Base Salary through the date of termination and the payment of any other cash compensation to which the Key Employee is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively reasonable but not later than ninety (90) days following the date of Key Employee’s death.

3.2          Disability . In the event of Key Employee’s Disability during the Employment Term, the Agreement and Key Employee’s employment with the Company shall terminate and Key Employee shall be entitled to payment of the following benefits: (a) his Base Salary through the date of such termination; (b) long-term disability benefits pursuant to the terms of any long-term disability policy provided to similarly situated employees of the Company in which Key Employee is a participant; and (c) any compensation and benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which Key Employee is a participant.  Subject to Section 3.12(a) , the payment of Base Salary through the date of termination and the payment of any other cash compensation to which the Key Employee is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively reasonable but not later than ninety (90) days following the date of Key Employee’s termination.  Subject to Section 3.12(a)  and Section 3.12(b) , reimbursements or in-kind benefits to which the Key Employee is entitled that are not exempt from Code Section 409A shall be paid as soon as administratively reasonable following the date of payments as set forth in this Agreement, or the applicable plan, practice, policy or program.

3.3          Termination for Cause by Company . If Key Employee’s employment is terminated during the Employment Term for Cause, the Company shall pay Key Employee through the date of termination (a) his Base Salary in effect at the time notice of termination is given at the applicable payment date under the Company’s regular and customary payroll

5

practices and (b) any compensation and benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which Key Employee is a participant.

3.4          Termination Without Good Reason by Key Employee . If Key Employee terminates his employment with the Company during the Employment Term without Good Reason, whether or not during the Protection Period, Key Employee shall be entitled to (a) his unpaid Base Salary through the date of termination; (b) any compensation and benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which Key Employee is a participant; (c) a lump sum payment equal to his Severance Pay, and (d) during the Severance Period, Company-paid benefit continuation coverage, on an insured or uninsured basis as determined by the Company in its sole discretion, concurrent with COBRA, for Key Employee and his family under the welfare benefit plans specified in Section 2.3(d)  in which Key Employee is a participant, on the same basis as such benefits are provided to active employees.  Subject to Section 3.12(a) , the payment of Base Salary through the date of termination, the payment of Severance Pay and the payment of any other cash compensation to which the Key Employee is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively reasonable but not later than ninety (90) days following the date of Key Employee’s termination.  Subject to Section 3.12(a)  and Section 3.12(b) , reimbursements or in-kind benefits to which the Key Employee is entitled that are not exempt from Code Section 409A shall be paid as soon as administratively reasonable following the date of payments as set forth in this Agreement, or the applicable plan, practice, policy or program.  Provided, however, that if Key Employee breaches the provisions of Section 3.9(b), (d), (e) or (f)  before the end of the Severance Period, Key Employee shall forfeit the right to benefit continuation coverage for the remainder of the Severance Period and, within thirty (30) days of such breach, Key Employee shall be required to remit to the Company a pro-rata portion of his Severance Pay, calculated as the product of (i) the Severance Pay received by Key Employee upon his termination, times (ii) a fraction, the numerator of which shall be the number of months from Key Employee’s termination to the date of such breach and the denominator of which shall be six (6) (the number of months in the Severance Period). Notwithstanding anything to the contrary herein, if Key Employee becomes re-employed by another employer during the Severance Period, Key Employee shall provide written notice of such re-employment to the Company within thirty (30) days of the commencement of such new employment, at which time the Company-paid benefit continuation coverage described herein shall be terminated and Key Employee shall be required to remit to the Company a pro-rata portion of his Severance Pay, calculated as the product of (i) the Severance Pay received by Key Employee upon his termination, times (ii) a fraction, the numerator of which shall be the number of months from Key Employee’s termination to the date of such re-employment and the denominator of which shall be six (6). Subject to Section 3.11 , the payment of any Severance Pay and the continuation of welfare benefit plan coverage, as provided in Section 2.3(d) , shall be made (or commence) in the month immediately following the month in which the waiver and release of claims described in Section 3.8 becomes non-revocable.

3.5          Termination Without Cause or for Good Reason Outside the Protection Period . If, during the Employment Term and outside the Protection Period, the Key Employee’s employment is terminated by the Company Without Cause or Key Employee terminates his employment with the Company for Good Reason, he shall be entitled to (a) his unpaid Base Salary through the date of termination; (b) any compensation and benefits payable pursuant to

6

the terms of the compensation and benefit plans specified in Section 2.3 in which Key Employee is a participant; (c) a lump sum payment equal to his Severance Pay; and (d) during the Severance Period, Company-paid benefit continuation coverage, on an insured or uninsured basis as determined by the Company in its sole discretion, concurrent with COBRA, for Key Employee and his family under the welfare benefit plans specified in Section 2.3(d)  in which Key Employee is a participant, on the same basis as such benefits are provided to active employees. Subject to Section 3.12(a) , the payment of Base Salary through the date of termination, the payment of Severance Pay and the payment of any other cash compensation to which the Key Employee is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively reasonable but not later than ninety (90) days following the date of Key Employee’s termination.  Subject to Section 3.12(a)  and Section 3.12(b) ,