Employment Offer Letter

1.

Term . Except as expressly set forth herein, this Letter Agreement will govern the terms and conditions of your employment, and any termination thereof, from December 31, 2008 (the “Effective Date”) until December 31, 2012 (the “Term”). Notwithstanding the foregoing, should a Change in Control occur on or after January 1, 2011 and prior to expiration of the Term, the Term will automatically be extended from the date of the Change in Control until the second anniversary thereof (the “Extended Term”). The portion of the Term, or if applicable, the Extended Term, during which you are actually employed is referred to as the “Employment Period”. Until the Effective Date and except as otherwise provided in this Letter Agreement, the terms and conditions of your employment, and any termination thereof, shall be governed by the Letter Agreement between you and the Company, dated December 2, 2005 (the “Prior Agreement”), and upon the Effective Date, such Letter Agreement (which otherwise expires by its terms on December 31, 2008) shall be of no further force and effect.

2.

Position; Duties . During the Employment Period, you will continue to be employed by the Company as its Chief Executive Officer, and the Board of Directors of the Company (the “Board”) will continue to nominate you to serve as Chairman of the Board. You will report to the Board and shall perform such duties as are consistent with your position as Chief Executive Officer. You agree to use your best efforts to perform such duties faithfully, to devote all of your working time, attention and energies to the businesses of the Company, and while you remain employed, not to engage in any other business activity that is in conflict with your duties and obligations to the Company. You will also be employed as the senior executive officer of such other subsidiaries as designated by the Board and approved by the board of directors of such subsidiaries without additional compensation.

3.

Base Salary . During the Employment Period, you will be entitled to an annual base salary (“Base Salary”) of $750,000, payable in accordance with the Company’s normal payroll practices. The Compensation Committee of the Board (the “Compensation Committee”) shall review your Base Salary at least annually to determine, in its discretion, whether an increase is warranted. Your Base Salary shall not be reduced after any increase and the term Base Salary as utilized in this Letter Agreement shall refer to annual Base Salary as it may be increased from time to time.

4.

Annual Bonus .

(a)

Bonus Entitlement . Commencing with the 2009 calendar year, you will be entitled to a bonus (an “Annual Bonus”) for each calendar year that ends during the Employment Period based on achievement of performance targets and such other terms and conditions established by the Compensation Committee no later than March 31 of each such year.

(b)

Timing and Form of Payment . Each Annual Bonus for a calendar year will be paid in the following calendar year, and unless administratively impracticable, no later than March 15 of such following calendar year, unless you have elected to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Sixty percent (60%) of each Annual Bonus shall be paid in cash, and 40% shall be paid in shares of common stock of the Company (“Shares”) or units representing a right to receive Shares upon vesting (“Bonus Shares”), based on a per Share value as determined in accordance with Company policy as in effect with respect to executive officers of the Company at the time the Bonus Shares are granted. The Bonus Shares shall vest and be distributed to you in three equal installments on each anniversary of the date they are awarded, subject to accelerated vesting and distribution upon certain terminations of employment as set forth in paragraph 7. Except as set forth in paragraph 7, upon your termination of employment for any reason, any Bonus Shares that have not then vested shall be forfeited to the Company for no consideration. Except as otherwise provided in this Agreement, the Bonus Shares shall be granted under, and subject to such other terms and conditions of, one of the Company’s stockholder-approved stock plans as then in effect, and such other terms and conditions as are generally applicable to similar awards made to other senior executives of the Company (including, without limitation, change in control, retirement, and other vesting terms). Notwithstanding the foregoing, if no stockholder-approved stock plans are then in effect or the Bonus Shares cannot be granted pursuant to any such plan, then in lieu of Bonus Shares, you shall receive an award that replicates the economics of the Bonus Shares, but is payable in cash on the vesting dates described above and otherwise has terms and conditions that are no less favorable than those that would generally be applicable to Bonus Shares (as described above). The Bonus Shares (or any substitute cash settled award) shall contain terms and conditions consistent with this Letter Agreement and shall be structured in a manner that is intended not to result in adverse tax consequences to you due to the application of Section 409A of the Code.

(c)

Clawback . If the Board reasonably determines, within three years following the end of the calendar year with respect to which an Annual Bonus was awarded, that all or any portion of an Annual Bonus that was paid or awarded to you was based on a calculation of the measure on which the Annual Bonus was based that is later determined to have been overstated (other than in an immaterial and insubstantial manner), the Board, may in its discretion, after taking into account all of the facts and circumstances of such over-statement (which shall include, without limitation, whether the overstatement was a result of misconduct by you, the amount and percentage of the Annual Bonus that resulted from the overstatement, the Company’s best interests in the circumstances, whether the overstatement results in the Company’s financial results becoming subject to a material negative restatement, and any other legal or other facts or circumstances the Board reasonably deems are appropriate for consideration in the exercise of its fiduciary obligations to the Company and its shareholders and fairness to you) demand that you promptly return to the Company an amount up to the amount of any such Annual Bonus attributable to such overstatement (or, to the extent elected by you, forfeit or return any portion of such Annual Bonus paid in Bonus Shares, provided that no more than 40% of the amount to be returned may be satisfied by way of a forfeiture of unvested Bonus Shares). Notwithstanding the foregoing, in the event that, during the undertaking described above, the Board cannot reasonably determine that you knew or should have reasonably known of the facts resulting in such overstatement, the amount and timing of such return obligation shall in no event exceed the sum of (i) the after-tax amount of such overpayment, plus (ii) if and when obtained or realized, any amount realized by you by virtue of any refund of income or other taxes relating to, or your ability to take a loss on a tax return for, any such returned amounts or Bonus Shares, which refund or loss-taking you agree to use reasonably best efforts to obtain or realize from the applicable tax authority as soon as reasonably

practicable. If the Board reasonably determines, within three years following the end of the calendar year with respect to which an Annual Bonus was awarded, that all or any portion of an Annual Bonus that was paid or awarded to you was based on a calculation of the measure on which the Annual Bonus was based that is later determined to have been understated (other than in an immaterial and insubstantial manner), the Company shall pay to you the amount of any such Annual Bonus that otherwise would have been paid but for such understatement, less the amount of the Annual Bonus previously paid. The provisions of this paragraph 4(c) are without limitation of other rights or remedies that may exist under applicable law.

(d)

2008 Bonus . Notwithstanding anything contained herein to the contrary or the expiration of the Prior Agreement, your annual bonus in respect of the 2008 calendar year shall be determined in accordance with paragraph 4(c) of the Prior Agreement, with the cash portion thereof to be paid at such time as annual bonuses are generally paid to senior executives of the Company and, unless administratively impracticable, in no event later than March 15, 2009, unless you have elected to defer the receipt of such annual bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

5.

Stock Awards . Pursuant to the Company’s 2006 Equity Incentive Plan (the “2006 Plan”), subject to your continued employment on the applicable date of grant, you will receive Stock Awards in the form of Restricted Stock Units (as such terms are defined in the 2006 Plan) for a total of 1.5 million Shares (collectively, the “Incentive Award”), as follows:

(a)

2008 Award . On December 31, 2008, you will be awarded Restricted Stock Units relating to the lesser of (i) 1.5 million Shares and (ii) such number of Shares as is equal to $10 million divided by the “Fair Market Value” (as defined in the 2006 Plan) of a Share on December 31, 2008 (the “2008 Award”).

(b)

2009 Award . On January 2, 2009, you will be awarded Restricted Stock Units relating to such number of Shares as is equal to 1.5 million less the number of Shares subject to the 2008 Award (the “2009 Award”).

(c)

Vesting.

(1)

The Incentive Award, as it relates to the first 500,000 Shares (the “First Tranche”), shall vest in four equal installments on December 31, 2009, 2010, 2011 and 2012, provided that no installment shall vest, and the entire First Tranche shall be forfeited, if neither the Company’s pre-tax income for calendar year 2009 nor the Company’s pre-tax income for calendar year 2010 (in each case determined based on the Company’s audited financial statements in a manner consistent with past practice, without regard to non-operating and extraordinary items) is positive.

(2)

The Incentive Award, as it relates to the second 500,000 Shares (the “Second Tranche”), shall vest when the Company’s per Share price has closed at or above $25 per share for ten consecutive trading days or 15 trading days during any 20-day trading period, provided that if such condition is not met by December 31, 2012, the Second Tranche shall be forfeited.

(3)

The Incentive Award, as it relates to the third 500,000 Shares (the “Third Tranche”), shall vest when the Company’s per Share price has closed at or above $30 for ten consecutive trading days or 15 trading days during any 20-day trading period, provided that if such condition is not met by December 31, 2012, the Third Tranche shall be forfeited.

(4)

Notwithstanding the provisions of Section 11.4 of the 2006 Plan to the contrary, upon a Change in Control, the First Tranche shall immediately vest, the Second Tranche shall vest only if the Change in Control Price is at least $25, and the Third Tranche shall vest only if the Change in Control Price is at least $30, provided that if the Change in Control Price is more than $25, but less than $30, such percentage of the Third Tranche shall vest as is equal to a fraction, expressed as a percentage, the numerator of which is the difference between the Change in Control Price and $25, and the denominator of which is $5. For this purpose, Change in Control Price shall mean (i) in the case of a stock-for-stock transaction (or a transaction in which Shares are exchanged for a mix of cash and stock), the higher of (x) the reported sales price, regular way, of a Share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on NASDAQ on the date of the announcement of the transaction which results in such Change in Control or (y) the highest sales price, as so reported, during the 30-day period prior to and including the date of a Change in Control, or (ii) if the Change in Control is the result of a tender or exchange offer or an all cash Business Combination (as defined in the 2006 Plan), the highest price per Share paid in such tender or exchange offer or Business Combination. If (A) in connection with any Change in Control all or substantially all of the outstanding Shares are converted to or otherwise purchased for cash, the right to any Second Tranche and Third Tranche Shares that do not vest as a result of such Change in Control shall be forfeited and (B) in connection with any Change in Control all or substantially all of the outstanding Shares are converted to securities of another entity, any Second Tranche and/or Third Tranche Shares that do not vest as a result of such Change in Control shall remain outstanding and the number and type of Shares subject to and the performance goals with respect to such Incentive Awards shall be adjusted in accordance with Article XI of the 2006 Plan.

(5)

Notwithstanding anything contained in this Letter Agreement to the contrary, except as provided in clause (4) above, in no event shall any portion of the Incentive Award vest prior to the first anniversary of the date such portion was awarded. If your employment terminates prior to such first anniversary under circumstances pursuant to which any portion of the Incentive Award would have vested upon or prior to such termination but for the preceding sentence, you will be entitled to a cash payment equal to the Fair Market Value (as defined in the 2006 Plan and determined as of your date of termination) of the Shares underlying such portion on the date such Shares would otherwise have been delivered to you.

(6)

The provisions of this paragraph 5(c) and of paragraph 7 below shall set forth the sole circumstances pursuant to which the Incentive Award shall vest, and shall override any provision of the 2006 Plan (or any successor plan) to the contrary, including any provision that provides for vesting upon retirement or any prior agreement between you and the Company, including any agreement related to vesting upon death or disability.

(d)

Termination of Employment . Notwithstanding anything contained herein to the contrary:

(1)

Upon your termination of employment for any reason, the Second Tranche and the Third Tranche, to the extent not yet vested shall be forfeited, and, except as set forth in paragraph 7, the unvested portion of the First Tranche shall be forfeited as well.

(2)

Upon a termination of your employment for Cause, any right to Shares not yet delivered shall be forfeited.

(e)

Delivery of Shares; Withholding Taxes; Transfer Restrictions . Subject to the terms of the 2006 Plan, upon or as soon as practicable after vesting of any portion of the Incentive Award, the number of Shares that vest shall be delivered to you; provided that any installment of the First Tranche that has vested based on satisfaction of the time vesting and performance vesting conditions set forth above shall be delivered as soon as practicable after the determination of vesting, but in no event later than March 15 of the calendar year following the calendar year in which the vesting conditions are satisfied. The withholding tax obligation arising by reason of such delivery shall be satisfied either through an immediate resale of a sufficient number of Shares to be delivered, or, at your election (subject to the consent of the Company, which consent shall not be unreasonably withheld), the withholding of a sufficient number of Shares from those otherwise deliverable. You agree that you will not sell, pledge, encumber or otherwise transfer 80% of the aggregate number of vested Shares originally subject to the Incentive Award that remain after satisfaction of the tax withholding obligation (the “Remaining Shares”) until the earliest of (w) a Change in Control, (x) December 31, 2012, (y) except to the extent clause (z) applies, termination of your employment for any reason, and (z) as to one-half of the Remaining Shares, the date that is six months following termination of employment where such termination is by you other than for Good Reason or is by the Company for Cause. For purposes of determining the Remaining Shares, the Excess Shares (as defined below) to the extent vested, shall be considered as held by you and shall count toward satisfaction of the 80% standard. Notwithstanding anything contained in this Letter Agreement to the contrary, to the extent the grant date Fair Market Value of the Shares subject to the 2009 Award on January 2, 2009 exceeds $10 million, Shares having a Fair Market Value (determined on January 2, 2009) equal to such excess (the “Excess Shares”), once vested, shall be delivered on the earliest to occur of (i) the date that is six months following termination of your employment for any reason (other than due to your death), (ii) your death (whether or not your employment had previously terminated) and (iii) the occurrence of a Change in Control that is also a “change in control event” within the meaning of Section 409A of the Code. The Excess Shares shall first be attributable to the Third Tranche, then the Second Tranche and then the First Tranche.

(f)

Adjustments . The number of Shares subject to the awards made pursuant to this paragraph 5, and the Share price targets set forth paragraph 5(c) shall be subject to adjustment as provided in Article XI of the 2006 Plan, and if an event described in Article XI occurs prior to the grant of either the 2008 Award or 2009 Award, adjustments will be made as if such awards were outstanding, to be effective upon grant of the awards.

6.

Benefits . During the Employment Period, you will be entitled to such retirement benefits (except as to the Incentive Award and any equity-based awards granted prior to the Effective Date or in respect of periods that commenced prior to the Effective Date, including your calendar-year 2008 Annual Bonus), fringe benefits and insurance coverages that are no less favorable than those made generally available to other senior executives of the Company. Without limiting the foregoing, during the Employment Period you shall be entitled to a car and driver for your daily commute between your home and the office plus a tax gross-up attributable thereto, a Company-paid gym membership, and reimbursement of your annual dues for membership at Liberty National Golf Club.

7.

Termination of Employment .

(a)

Generally . Notwithstanding the Term, or, if applicable, the Extended Term, you will be free to resign from the Company at any time, and the Company will be free to terminate your employment at any time. Upon any such termination or resignation, you will be entitled to (i) a lump sum cash payment within 30 days of your date of termination equal to the sum of (x) any

accrued but unpaid Base Salary, (y) any accrued vacation pay through your date of termination, and (z) reimbursement of any business expenses submitted in accordance with Company policy, (ii) to the extent not theretofore paid or provided, amounts or benefits required to be paid or provided or which you are eligible to receive under the terms of any benefit plan referred to in paragraph 6 above, and (iii) to the extent and in the manner and time payable pursuant to paragraph 5(e), the Excess Shares (collectively, the “Accrued Obligations”).

(b)

Termination without Cause; Resignation for Good Reason . If, prior to the expiration of the Term (or, if applicable, the Extended Term), the Company terminates your employment other than for Cause or other than by reason of your death or Disability, or you resign for Good Reason, then, in lieu of any other severance benefits otherwise payable under any Company policy, or any other damages payable in connection with such termination, you will be entitled to the following payments and benefits: