time such termination occurs.  Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination; however, notwithstanding the foregoing, in the event Company’s securities are publicly traded on the date of Executive’s termination of employment, any portion of the aggregate severance payments described in this Section 4.3(f), which, if paid, would exceed the Section 409A Safe Harbor Limit shall be paid to Executive in a lump sum on the first day of the seventh (7th) calendar month immediately following the date of Executive’s termination;”

5.                                       Section 4.4.  Subsection (e) of Section 4.4 shall be amended and restated to read, in its entirety, as follows:

“(e)                            pay the Executive any Accrued Incentive Bonus; plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the year of termination;”

6.                                       Section 4.4.  Subsection (f) of Section 4.4 shall be amended and restated to read, in its entirety, as follows:

“(f)                              pay the Executive severance of two (2) times Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs plus the greater of (x) two (2) times the targeted Incentive Bonus immediately prior to the time such termination occurs or (y) two (2) times the average actual Incentive Bonus for the previous three (3) years, whichever is greater; however, notwithstanding the foregoing, in the event Company’s securities are publicly traded on the date of Executive’s termination of employment, any portion of the aggregate severance payments described in this Section 4.4(f), which, if paid, would exceed the Section 409A Safe Harbor Limit shall be paid to Executive in a lump sum on the first day of the seventh (7th) calendar month immediately following the date of Executive’s termination.  In the event that the Company shall default in any payments of the severance, and such default shall not be cured within five (5) days’ written notice of said default by the Executive, then all unpaid severance will be immediately due and payable.”

7.                                       Section 4.5.  Section 4.5 shall be added to read, in its entirety, as follows:

“4.5                           RELEASE.  Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any amount or provision of any benefit pursuant to subsection (f) or (g) of Sections 4.3 and 4.4, Executive shall have executed, on or prior to the Release Expiration Date, a customary general release in favor of the Company in the form attached hereto as Exhibit B, and any waiting periods contained in such release shall have expired.  To the extent that the Company requires execution of such release, the Company shall deliver such release to Executive within ten (10) business days following the termination of Executive’s employment hereunder.  In the event that Executive fails to execute such release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to subsections (f) or (g) of Sections 4.3 and 4.4.  Notwithstanding anything contained in this Agreement to the contrary in any case

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where the date of termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are treated as deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year.”

8.                                       Section 5.2.  Section 5.2 shall be amended and restated to read, in its entirety, as follows:

“5.2                           EMPLOYEE’S RESTRICTIVE COVENANTS UPON TERMINATION.  If the Executive’s employment is terminated for any reason, Executive agrees:

(a)                                  To keep all of the Company’s Confidential Information confidential in perpetuity in accordance with the Company’s policy; and

(b)                                 To not hire or solicit for hire or consultation employees of the Company for a period of one and one-half  (1 1/2) years after termination of employment.”

9.                                       Section 6.1.  Subsection (p) of Section 6.1 shall be amended and restated to read, in its entirety, as follows:

“(p)                           “Release Expiration Date” shall mean the date which is twenty-one (21) days following the date upon which the Company delivers Executive the release contemplated in Section 4.5 above, or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date which is forty-five (45) days following such delivery date.”

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