AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Deadline, that the Initial Period should not be so extended or (ii) the Employment Term has been earlier terminated in accordance with this Agreement.  Upon termination of the Initial Period and for the remainder of the Employment Term, the Executive shall be appointed and serve or continue to serve as Chairman.  As Chairman and/or CEO, the Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by him in accordance with past practice, including without limitation, the responsibility for determining the strategic direction of the Company and any entity, directly or indirectly, controlled by, controlling or under common control with the Company (“ Affiliates ”), and such other duties and responsibilities and/or any changes in the duties and responsibilities set forth above, as agreed to by the Executive and the Company from time to time.  In performing his duties hereunder, the Executive will report directly to the Board.

(b)           During the Initial Period, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote such portion of his business time and attention to the business and affairs of the Company as may be necessary to fulfill his responsibilities hereunder; provided , however , that the Executive may (i) serve on corporate, civic or charitable boards or committees; (ii) manage personal investments; and (iii) deliver lectures and teach at educational institutions, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities hereunder.  The parties acknowledge and agree that, during the Employment Term, the Executive may pursue other business interests and endeavors unrelated to the business and affairs of the Company and that, following the Initial Period, such other interests and endeavors may constitute a significant portion of the Executive’s business time and attention.

(c)           During the Employment Term, the Company shall provide the Executive with an appropriate office and administrative support at one of the Company’s offices, commensurate with the Executive’s status and position.  The Executive shall not be required to live at or near any of the offices of the Company.

3.             Compensation .  In consideration of the performance by the Executive of the Executive’s obligations during the Employment Term (including any services by the Executive as an officer, director, employee or member of any committee of any Affiliate of the Company, or otherwise on behalf of the Company), the Executive shall be compensated as follows:

(a)           Base Salary .  The Executive shall receive a base salary (the “ Base Salary ”) at an annual rate not less than the Executive’s rate of base salary immediately prior to the Effective Date.  The Base Salary shall be reviewed by the Board from time to time in its sole discretion.  The Base Salary shall be payable in accordance with the normal payroll practices of the Company then in effect.

(b)           Bonus .  For each fiscal year of the Company ending during the Employment Term, the Company shall provide the Executive with the opportunity to earn an annual incentive bonus based on performance goals determined by the Board at the beginning of such fiscal year.

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(c)           Equity Awards .  The Executive shall participate in the Company’s Long-Term Stock Incentive Plan or any successor plan on terms and at such level as may be determined by the Board from time to time consistent with such plans.

(d)           Benefits .  The Executive shall be entitled to participate in any employee or executive benefit plans, policies or programs that are provided generally to senior executives of the Company as such plans, policies or programs may be in effect from time to time.

(e)           Expenses .  The Executive will be entitled to reimbursement of all reasonable business, travel and entertainment expenses incurred by him on behalf of the Company in the course of the performance of his duties hereunder; provided , however , that such expenses must be paid no later than the last day of the calendar year following the calendar year in which such expenses were incurred, and further provided that in no event will the amount of expenses so reimbursed in one taxable year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(f)            Taxes .  Subject to Section 7(d) and Annex A, the Executive shall be solely responsible for taxes imposed on the Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes.

4.             Termination .  The Employment Term shall terminate upon the earliest to occur of any of the following events:

(a)           Mutual Agreement .  Termination by the mutual agreement of the Company and the Executive.

(b)           Expiration of Employment Term .  The sixth anniversary of the Effective Date (or such later date as determined in accordance with Section 1 and Section 2(a) or as may be agreed upon by the Board and the Executive).

(c)           Death .  The death of the Executive.

(d)           Disability .  The termination of the Executive’s employment by the Company for Disability.  For purposes of this Agreement, “ Disability ” shall mean the inability of the Executive to perform his duties, services and responsibilities hereunder by reason of a physical or mental infirmity, as reasonably determined by the Board, for a total of 180 consecutive days, and within the time period set forth in a Notice of Termination given to the Executive (which time period shall not be less than thirty (30) days), the Executive shall not have returned to full-time performance of his duties; provided , however , that if the Company’s Long-Term Disability Plan, or any successor plan (the “ Disability Plan ”), is then in effect, the Executive shall not be deemed disabled for purposes of this Agreement unless the Executive is also eligible for long-term disability benefits under the Disability Plan (or similar benefits in the event of a successor plan).

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(e)           By the Company for Cause .  The termination of the Executive’s employment by the Company for Cause.  For purposes of this Agreement, “Cause” shall mean that the Executive:

(i)            has been convicted of a felony (including a plea of nolo contendere); or

(ii)           intentionally and continually failed substantially to perform his reasonably assigned duties with the Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness until such conditions result in a Disability or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Company, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform such duties; or

(iii)          intentionally engaged in illegal conduct or willful misconduct which is demonstrably and materially injurious to the Company.

For purposes of this Agreement, no act, or failure to act, on the Executive’s part shall be considered “intentional” unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive’s action or failure to act was in the best interest of the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The termination of employment of the Executive shall not be deemed to be for Cause pursuant to subparagraph (ii) or (iii) above unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board 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 subparagraph (ii) or (iii) above, and specifying the particulars thereof in detail.  Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination (as defined below) is given to the Company by the Executive shall constitute Cause for purposes of this Agreement.

(f)            By the Company Without Cause .  The termination of the Executive’s employment by the Company other than for Cause or Disability.

(g)           By the Executive for Good Reason .  The termination of the Executive’s employment by the Executive for Good Reason.  For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following conditions and the failure of the Company to remedy such condition(s) within thirty (30) days after receipt by the Company of written notice thereof from the Executive, which notice must

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be provided by the Executive to the Company within ninety (90) days of the initial existence of such condition(s):

(i)            a material diminution in the Executive’s authority, duties or responsibilities;

(ii)           a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board (or similar governing body);

(iii)          a material diminution in the Executive’s base compensation (as such term is used in Treasury Regulation § 1.409A-1(n)(2)(ii) or any successor provision);

(iv)          a material diminution in the budget over which the Executive retains authority;

(v)           the relocation of the offices of the Company or an Affiliate at which the Executive is principally employed to a location more than 50 miles from the location of such offices on the date hereof, or any other material change in the geographic location at which the Executive is based, except to the extent the Executive was not previously assigned to a principal location and except for required travel on the business of the Company or an Affiliate to an extent substantially consistent with the Executive’s business travel obligations on the date hereof; or

(vi)          any other action or inaction that constitutes a material breach by the Company or an Affiliate of the Agreement, including the failure by the Company to obtain the assumption of the obligation to perform this Agreement by any Successors and Assigns as contemplated in Section 16 hereof.

(h)           By the Executive Without Good Reason .  Termination by the Executive without Good Reason.

5.             Compensation Upon Termination Prior to a Change in Control During the Initial Period or Following a Change in Control Period .

(a)           Death or Disability; By the Company for Cause; By the Executive without Good Reason; Mutual Agreement; Expiration of Employment Term .  If, at any time other than coincident with the occurrence of a Change in Control (as defined in Section 6) during the Initial Period or during a Change in Control Period (as defined in Section 6), the Employment Term is terminated by reason of the Executive’s death or Disability, by the Company for Cause, by the Executive without Good Reason, by mutual agreement of the parties, or by expiration of the Employment Term, the Company’s sole obligation hereunder shall be to pay the Executive or his estate, as the case may be, the Accrued Employment Compensation in a lump sum within thirty (30) days following the Employment Termination Date (defined below) (or, in the case of amounts described in

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clause (iii) of the following sentence, in accordance with the terms of the applicable plan, program or arrangement).  For purposes of this Section 5, “Accrued Employment Compensation” shall mean all amounts of compensation for services rendered to the Company or any of its Affiliates, including (i) any accrued and unpaid Base Salary, (ii) any accrued and unpaid bonus which was earned for the year immediately preceding the year in which the Employment Termination Date occurs, (iii) any accrued and unpaid vacation pay as of the Employment Termination Date, (iv) a “Pro Rata Bonus” that is equal to the Bonus Amount (defined below) multiplied by a fraction, (A) the numerator of which is the number of days the Executive served in the year in which the Employment Termination Date occurs through the Employment Termination Date, and (B) the denominator of which is three hundred and sixty-five (365), (v) all benefits accrued and unpaid under any benefit plans, programs or arrangements in which the Executive shall have been a participant as of such Employment Termination Date in accordance with the applicable terms and conditions of such plans, programs or arrangements, and (vi) any reimbursable expenses incurred by the Executive on behalf of the Company or any of its Affiliates during the period ending on the Employment Termination Date but not previously paid to the Executive.  For purposes of this Section 5(a), “Bonus Amount” shall mean, as of the Employment Termination Date, an amount equal to the annual incentive bonus that the Executive would have earned for the full fiscal year in which the Employment Termination Date occurs, based on the last monthly Annual Forecast produced by the Company preceding the Employment Termination Date.  The “Annual Forecast” is the Company’s forecast of the extent to which the performance goals for the fiscal year are expected be achieved by the last day of the fiscal year.

(b)           By the Company Without Cause; By the Executive for Good Reason .  If, at any time other than coincident with the occurrence of a Change in Control (as defined in Section 6) during the Initial Period or during a Change in Control Period (as defined in Section 6), the Employment Term is terminated by the Company other than for Cause or by the Executive for Good Reason, the Executive shall be entitled to the following compensation:

(i)            within ten (10) days of the Employment Termination Date (or, in the case of amounts described in clause (v) of the definition of Accrued Employment Compensation above, in accordance with the terms of the applicable plan, program or arrangement), the Company shall pay the Executive all Accrued Employment Compensation, except that for purposes of this Section 5(b)(i) and Section 5(b)(ii), “ Bonus Amount ” shall mean, as of the Employment Termination Date, the highest annual bonus paid or payable to the Executive in respect of any of the three full fiscal years of the Company immediately preceding the Employment Termination Date;

(ii)           within thirty (30) days following such Employment Termination Date, the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Employment Termination Date, a lump sum amount equal to the greater of

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(A) two (2) times the sum of (x) the Executive’s Base Salary at the annual rate in effect on the Employment Termination Date and (y) the Executive’s Bonus Amount and (B) the amount of the Base Salary and Bonus Amount which would have been paid to the Executive during the Employment Term had it not been terminated, assuming that all of the Bonus Amount would have been paid to the Executive for each full fiscal year during the Employment Term;

(iii)          during the greater of (A) the twenty-four (24) month period following the Employment Termination Date and (B) the balance of the Employment Term had it not been terminated by the Company other than for Cause or by the Executive for Good Reason  (the “ Continuation Period ”), the Company shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the medical, dental, hospitalization, prescription drug, and life insurance coverages and benefits provided to the Executive immediately prior to the Employment Termination Date.  The coverages and benefits (including deductibles and costs) provided in this Section 5(b)(iii) during the Continuation Period shall be in accordance with Section 3(d).  The Company’s obligation hereunder with respect to the foregoing coverages and benefits shall be reduced to the extent that the Executive obtains any such coverages and benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce any of the coverages or benefits it is required to provide the Executive hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder.  This Section 5(b)(iii) shall not be interpreted so as to limit any benefits to which the Executive, his dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including without limitation, retiree medical and life insurance benefits, if any.  To the extent the benefit continuation involves the reimbursement of expenses pursuant to this Company’s supplemental medical plan, such reimbursement will occur in all events prior to the last day of the calendar year following the calendar year in which the Executive incurs the expense.  In no event will the amount of expenses reimbursed in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and

(iv)          (A) notwithstanding any contrary provisions contained in the applicable stock option agreements or option plan, all stock options held by the Executive which are outstanding on the Employment Termination Date shall become fully vested on the Employment Termination Date and shall, subject to Section 12 of the Amended and Restated Long-Term Stock Incentive Plan, remain outstanding for their entire term and (B) notwithstanding any contrary provision in the applicable restricted stock or other equity based award agreement or plan,

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all restrictions on all shares of restricted stock or other equity based awards shall lapse and all such shares held by the Executive on the Employment Termination Date shall become fully vested on the Employment Termination Date.

6.             Compensation Upon Termination on a Change in Control During the Initial Period or During the Change in Control Period .

(a)           Death or Disability; By the Company for Cause; By the Executive Other than for Good Reason or Pursuant to a Window Period Termination .  If, coincident with the occurrence of a Change in Control (as defined below) during the Initial Period or within the twenty-four (24) month-period following the occurrence of a Change in Control during the Initial Period (the “ Change in Control Period ”), the Executive’s employment with the Company is terminated (i) by reason of the Executive’s death or Disability, (ii) by the Company for Cause, or (iii) by the Executive other than (x) for Good Reason or (y) pursuant to a Window Period Termination (as defined below), the Company’s sole obligation hereunder shall be to pay the Executive or his estate, as the case may be, the Change in Control Accrued Compensation.  For purposes of this Section 6, “ Change in Control Accrued Compensation ” shall mean all amounts of compensation for services rendered to the Company or any of its Affiliates that have been earned or accrued through the Employment Termination Date but that have not been paid as of the Employment Termination Date, including (A) base salary, (B) reimbursement for reasonable and necessary business expenses incurred by the Executive on behalf of the Company or an Affiliate during the period ending on the Employment Termination Date, (C) unless such amount is paid under Section 6A(a), any accrued but unpaid bonus with respect to any fiscal year completed prior to the Employment Termination Date and (D) vacation pay; provided , however , that Change in Control Accrued Compensation shall not include any amounts described in clause (A) that have been deferred pursuant to any salary reduction or deferred compensation elections made by the Executive.  Any reimbursement for reasonable and necessary business expenses incurred by the Executive that is included within the meaning of Change in Control Accrued Compensation will be made in accordance with the Company’s expense reimbursement policy and in all events no later than the last day of the calendar year following the calendar year in which the Executive incurred the expense.  In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(b)           Any Other Termination .  If, coincident with the occurrence of a Change in Control (as defined below) during the Initial Period or during the Change in Control Period, the Executive’s employment with the Company is terminated for any reason other than as specified in Section 6(a), or if the Executive terminates his employment with or without Good Reason during the one month period ending on the earlier of (i) the end of the second month of the calendar year following the calendar year in which the Change in Control occurs, or (ii) the last day of the seventh month following a Change in Control (a “ Window Period Termination ”), the Executive shall be entitled to the following compensation:

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(i)            the Company shall pay the Executive the Change in Control Accrued Compensation;

(ii)           the Company shall pay the Executive as severance pay an amount equal to 2.99 times the sum of (A) the highest annual rate of Base Salary paid to the Executive during the 12-month period immediately prior to the Employment Termination Date and (B) the average of the annual cash bonuses paid to the Executive during the 3 calendar years prior to the year in which the Employment Termination Date occurs (prorated for any lesser period during which the Executive has been employed or for which bonuses have been determined, if applicable, and, in the case of each of (A) and (B), determined without reduction for any portion thereof that has been deferred by the Executive).

(iii)          for twelve (12) months following the Employment Termination Date (the “ Change in Control Continuation Period ”), the Company shall continue on behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, dental, prescription drug and hospitalization coverages and benefits provided to the Executive immediately prior to a Change in Control (the “ Benefits Continuation ”), or, if greater, the coverages and benefits provided at any time thereafter.  The coverages and benefits (including deductibles and costs to the Executive) provided in this Section 6(b)(iii) during the Change in Control Continuation Period shall be no less favorable to the Executive and his dependents and beneficiaries than the most favorable of such coverages and benefits referred to above.  Notwithstanding the foregoing, or any other provision of this Agreement, for purposes of determining the period of continuation coverage to which the Executive or any of the Executive’s dependents is entitled pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “ Code ”), under the Company’s medical, dental and other group health plans, or successor plans, the Executive’s “qualifying event” will be the termination of the Change in Control Continuation Period and the Executive will be considered to have remained actively employed on a full-time basis through that date.  The Company’s obligation hereunder with respect to the foregoing coverages and benefits shall be reduced to the extent that the Executive obtains any such coverages and benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce any of the coverages or benefits it is required to provide the Executive hereunder so long as the aggregate coverages and benefits (including deductibles and costs to the Executive) of the combined benefit plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder.  This Section 6(b)(iii) shall not be interpreted so as to limit any benefits to which the Executive, his dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including but not limited to, retiree medical

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and life insurance benefits.  To the extent the Benefit Continuation involves the reimbursement of expenses pursuant to the Company’s supplemental medical plan, such reimbursement will occur in all events prior to the last day of the calendar year following the calendar year in which the Executive incurred the expense.  In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv)          (A) notwithstanding any contrary provisions contained in the applicable stock option agreements or option plan, all stock options held by the Executive which are outstanding on the Employment Termination Date shall become fully vested on the Employment Termination Date and shall, subject to Section 12 of the Amended and Restated Long-Term Stock Incentive Plan, remain outstanding for their entire term and (B) notwithstanding any contrary provision in the applicable restricted stock or other equity based award agreement or plan, all restrictions on all shares of restricted stock or other equity based awards shall lapse and all such shares held by the Executive on the Employment Termination Date shall become fully vested on the Employment Termination Date.

(c)           The cash amounts provided for in Sections 6(a) and 6(b) shall be paid in a single lump sum cash payment within ten (10) days after the Employment Termination Date (or earlier, if required by applicable law).

(d)           If the Executive’s employment is terminated by the Company or an Affiliate without Cause prior to the date of a Change in Control that occurs during the Initial Period, or any of the events or conditions that constitute Good Reason occur prior to a Change in Control that occurs during the Initial Period, but the Executive reasonably demonstrates that such termination or Good Reason occurrence, as the case may be, (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “ Third Party ”) and who effectuates a Change in Control during the Initial Period or (ii) otherwise arose in connection with, or in anticipation of, a Change in Control which has been threatened or proposed and which actually occurs during the Initial Period, such termination or Good Reason occurrence, as the case may be, shall be deemed to have occurred immediately after a Change in Control that occurs during the Initial Period, it being agreed that any such action taken following shareholder approval of a transaction which, if consummated, would constitute a Change in Control, shall be deemed to be in anticipation of a Change in Control provided such transaction is actually consummated.  In the event that the Executive reasonably demonstrates that the termin