AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Section 1.    Employment . The Corporation hereby employs Executive and Executive on the Effective Date (as hereinafter defined) accepts such employment, as an executive of the Corporation, subject to the terms and conditions set forth in this Agreement.

Section 2.    Duties . Executive shall be employed as Chairman, President and Chief Executive Officer of the Corporation and may be elected to such other offices of the Corporation as the Board of Directors of the Corporation (the “Board”) shall determine. For so long as Executive shall be employed by the Corporation, he shall be nominated to the Board. Executive shall perform such duties that are consistent with his position as Chairman, President and Chief Executive as may be assigned to him from time to time by the Board. If requested by the Corporation, Executive shall serve on any committee of the Board without additional compensation. During the Term, Executive shall devote all of his available business time to the performance of his duties hereunder unless otherwise authorized by the Board. Executive’s duties shall be performed in the New York Metropolitan area which shall include Long Island, New York City, Westchester County, northern New Jersey and southwestern Connecticut (“New York Metropolitan Area”). The Corporation cannot require Executive to relocate beyond the New York Metropolitan Area.

Section 3.    Term of Employment . The term of Executive’s employment shall continue as of the date hereof (the “Effective Date”) and shall be automatically renewed each December 31 unless either party gives the other party written notice of termination at least one-hundred and eighty (180) days prior to the end of the calendar year or unless earlier terminated in accordance with the provisions hereof (the “Term”).

Section 4.    Compensation of Executive .

4.1.    Compensation . The Corporation shall pay to Executive as annual compensation for his services hereunder a base salary (“Salary”) in an amount equal to Four Hundred and Twenty-Seven Thousand and 00/100 ($427,000.00) Dollars. The Salary shall be reviewed every January 1st for merit increases, but shall, in any event, be increased each January 1st by at least the percentage increase, if any, in the Consumer Price Index, as defined herein, for the most recent calendar month for which the Consumer Price Index has been published over the Consumer Price Index for the same calendar month in the immediately preceding year. As used herein, the “Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers, New York - Northeastern New Jersey area (1982-84=100) issued by the Bureau of Labor Statistics of the United States Department of Labor; provided that in the event the Consumer Price Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the salary increase shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics. The Salary shall be payable bi-weekly less such deductions as shall be required to be withheld by applicable law and regulations. Executive shall participate in the Corporation’s Bonus Plan. Such Bonus shall be determined by the Corporation’s Compensation Committee. Notwithstanding the foregoing, the minimum annual Bonus shall be 30% of Executive’s Salary; provided, however, that Executive shall only be entitled to receive such Bonus in the event the Corporation attains the annual goals set by the Compensation Committee. The goals set by the Compensation Committee shall be consistent with the goals set by the Compensation Committee in prior years and shall be communicated to Executive in writing.

4.2.    Deferral of Compensation . Notwithstanding anything to the contrary provided in this Agreement, Executive may elect, at his sole option and discretion, to defer the payment of any portion of his Salary or bonus (the “Deferral Option”). The following provisions shall apply with respect to the Deferral Option:

(a)    If Executive wishes to defer a portion of his compensation for any calendar year during the Term, Executive shall give written notice thereof to the Corporation not later than fifteen (15) days prior to the commencement of such year (the “Deferral Notice”). If pursuant to a Deferral Notice, Executive exercises the Deferral Option for any year during the Term, the deferred amount will not be paid to Executive in accordance with the provisions of Section 4.1, but, as of the date on which such payment would otherwise have been made under Section 4.1, the amount thereof will be deemed contributed to and to be and become a part of the Deferred Compensation Account, as hereinafter defined, and all of the relevant provisions of this Section 4.2 shall apply with respect thereto.

(b)    The Corporation shall establish a “Deferred Compensation Account” for the benefit of Executive. During the Term, the Corporation shall deposit Executive’s deferred compensation in the Deferred Compensation Account, which shall be in the form of a money market account, certificate of deposit or similar instrument, stocks, whether common, preferred or otherwise, bonds and other securities or mutual funds (collectively, “Investment Funds”), pursuant to the Deferral Notice and as directed by Executive.

(c)    All interest, dividends, gains, losses and other additions or returns thereon shall be credited to Executive’s Deferred Compensation Account. In the event a separate Investment Fund is not maintained for the accrued amount in the Deferred Compensation Account, then interest on such amount shall be credited at the end of each calendar quarter at a rate equal to the prime rate, as determined from time to time.

(d)    The amount of the Deferred Compensation Account shall be paid to Executive upon his reaching the earlier of age of sixty-five (65) or the Corporation’s normal retirement age, if any, if Executive’s employment with the Corporation has terminated. Upon such event, five (5%) percent of the then value of the Deferred Compensation Account shall be paid to Executive each quarter until Executive has received all of the value of such Account. In the event of a Change of Control, as hereinafter defined, the entire value of the Deferred Compensation Account shall be immediately paid to Executive.

(e)    Executive’s exercise of, or failure to exercise, his rights under this Section 4.2 for any calendar year, shall not affect Executive’s right to exercise his rights with respect to any other calendar year.

(f)    It is the intention of the parties that all Deferred Compensation hereunder shall constitute an unfunded arrangement for purposes of Title I of the Employee Retirement Income Security Act of 1974 and all rights created pursuant to this Agreement with respect to the Deferred Compensation shall be an unsecured contractual right of Executive, his estate and his beneficiaries against the Corporation. Executive acknowledges that any assets the Corporation invests are intended to provide the Corporation with a source of funds to assist it in meeting its liabilities under this Agreement and that the assets in the separate funds are subject to the claims of the Corporation’s general creditors under Federal and state law in the event of insolvency.

4.3.    Expenses . The Corporation shall pay or reimburse Executive for all reasonable and necessary business, travel or other expenses incurred by him in the course of his duties with the prior consent of the Corporation, upon proper documentation thereof.

4.4.    Benefits . During the Term, Executive shall be entitled to participate in such pension, profit sharing, group insurance, stock option, hospitalization, and group health benefit plans and all other plans and benefits as the Corporation provides to its Executives. Executive shall be entitled to four weeks of paid vacation per year. In addition, the Corporation shall provide Executive an automobile allowance of Seven Hundred ($700) Dollars per month during the Term.

4.5.    Relocation . In the event Executive is asked to relocate outside the New York Metropolitan Area, as such term is defined in Section 2, the Corporation will negotiate an appropriate relocation package for Executive. Nothing contained herein shall require Executive to agree to such relocation.

4.6.    Discretionary Payments . Nothing herein shall preclude the Corporation from paying Executive such additional bonuses or other compensation, as the Board, in its discretion, may authorize from time to time.

4.7.    Stock Options . Upon the death or Disability, as hereinafter defined, of Executive or in the event Executive is terminated without cause or as a result of a Change in Control, as hereinafter defined, all stock options granted to Executive, under the Corporation’s Amended and Restated Stock Option Plan, including non-vested options, shall automatically become vested and immediately exercisable.

Section 5.    Termination .

5.1.    Termination of Employment . This Agreement shall terminate on December 31 of the year in which notice is given by either party pursuant to Section 3, or upon the death, Disability, termination of employment of Executive For Cause, as hereinafter defined, termination of the employment of Executive without cause or because Executive wrongfully leaves his employment hereunder (i.e., a voluntary termination by Executive other than a termination by Executive pursuant to Section 3 or Section 5.6 hereof).

5.2.    Termination For Cause . In the event of a termination For Cause or because Executive wrongfully leaves his employment hereunder, the Corporation shall pay Executive all accrued and unpaid Salary and vacation through the date of termination.

5.3.    Termination Without Cause . In the event of a termination without cause or in the event the Corporation gives Executive written notice of termination pursuant to Section 3, then for the balance of the calendar year in which such notice or termination without cause occurs, Executive shall be entitled to continue to participate in the hospitalization, group health benefit and disability plans of the Corporation on the same terms and conditions as immediately prior to his termination and shall continue to receive his Salary. The termination of employment due to the failure of Executive to relocate shall be deemed a termination without cause. Upon a termination without cause, the provisions of Section 8 of this Agreement shall also apply. In the event the Corporation terminates the employment of Executive hereunder without cause, Executive shall be entitled to receive the amounts provided in this Section 5.3 regardless of whether Executive obtains, or attempts to obtain, subsequent employment and regardless of whether Executive receives benefits pursuant to Section 8.

5.4.    Termination Upon Death . In the event of a termination upon the death of Executive, the Corporation shall pay to any person designated by Executive in writing or, if no such person is designated, to his estate, the Salary which would otherwise be payable to Executive for eighteen (18) months from the date of death. In addition, the Corporation shall pay for eighteen (18) months from the date of death, on behalf of Executive’s surviving dependents, the COBRA insurance premiums of such dependents. No provisions of this Agreement shall limit any of Executive’s rights under any insurance, pensions or other benefit programs of the Corporation for which Executive shall be eligible at the time of such death.

5.5.    Termination Upon Disability . In the event of a termination upon the Disability of Executive, the Corporation shall pay to Executive or any person designated by Executive an amount equal to the Disability Payment, as herein defined, for eighteen (18) months from the date of Disability. The Disability Payment shall be an amount equal to the Salary which would otherwise be payable to Executive, less any monies received by Executive or any person designated by Executive pursuant to disability income policies maintained by the Corporation on behalf of Executive. Upon termination upon Disability, the provisions of Section 9 shall apply. In addition, the Corporation shall pay for eighteen (18) months from the date of Disability, the COBRA insurance premiums of Executive and his dependents.

5.6.    Voluntary Termination of Employment Agreement Prior to the Expiration of the Term . In the event (i) there is a change of a majority of the members of the Board in any three (3) month period; or (ii) the Board imposes two or more changes in the senior management team of the Corporation over the objection of the remaining senior managers; or (iii) the Board makes a change in the then core business of the Corporation over the objection of the senior management team; or (iv) the Corporation effects a substantial acquisition, disposition or business combination over the objection of senior management; or (v) the Corporation materially breaches any of the material terms of this Agreement, including, without limitation, a reduction of Executive’s Salary, then Executive shall have the right to voluntarily terminate this Agreement by giving written notice (“Notice”) to the Board of his desire to terminate his employment. Upon receipt of such Notice, the Board shall appoint one of its members to meet with Executive and attempt to reach a resolution of such differences. If such differences are not resolved to Executive’s satisfaction within thirty (30) days of such Notice (“Irreconcilable Differences”), then Executive may send a further notice (the “Termination Notice”) to the Board terminating his employment. In such event, Executive’s voluntary termination pursuant to this Section 5.6 shall be treated as a “termination without cause” under Section 5.3, and the provisions of Section 5.3 and Section 8 of this Agreement shall apply.

5.7.    Definition of “For Cause” . As used herein, the term “For Cause” shall mean (i) Executive’s indictment, plea or conviction in a court of law of any crime or offense involving willful misappropriation of money or other property or any other crime involving moral turpitude which constitutes a felony, whether or not involving the Corporation; (ii) disobedience of a material directive, other than a directive to relocate to an office of the Corporation more than thirty (30) miles from the office where Executive is employed pursuant to this Agreement, from the Board consistent with Executive’s duties hereunder, if such disobedience is not cured within 20 days after written notice thereof; (iii) Executive’s habitual drunkenness or habitual use of illegal substances, in either case continuing after warning; (iv) failure to cooperate with governmental or regulatory investigation, concerning the Corporation or Executive; (v) failure to honestly provide the certification as required under Sections 302 and 906 of the Sarbanes-Oxley Act and regulations promulgated thereunder; or (vi) a material breach of his responsibilities under this Agreement, if such material breach is not cured within 20 days after written notice thereof. With respect to (i) above, in the event of Executive’s indictment, Executive shall receive his Salary for the balance of the calendar year in which such indictment occurs, unless convicted or he enters a plea of guilty. Any notice required to be given by the Corporation pursuant to any clause of the definition of For Cause shall specify the nature of the conduct allegedly constituting For Cause and the manner in which the Corporation requires such conduct to be cured. In addition, in the event the Corporation terminates Executive’s employment For Cause, it must provide Executive with a written notice specifying the reasons constituting For Cause.

Section 6.    Disability .

6.1.    Definition . In the event Executive is mentally or physically incapable or unable to perform his regular and customary duties of employment with the Corporation for a period of ninety (90) days in any one hundred twenty (120) day period during the Term, Executive shall be deemed to be suffering from a “Disability”.

6.2.    Payment During Disability . In the event Executive is unable to perform his duties hereunder by reason of a disability, which disability does not constitute a Disability, the Corporation shall continue to pay Executive his Salary and benefits during the continuance of such disability.

Section 7.    Vacations and Personal Days . Executive shall be entitled to vacation and personal days in accordance with Corporation policy. Executive’s Salary shall be paid in full during his vacation and personal days. Executive shall take his vacation at such time or times as Executive and the Corporation shall determine is mutually convenient.

Section 8.    Severance Payment .

8.1.    In the event the Corporation gives Executive written notice of termination pursuant to Section 3 or Executive’s employment is terminated without cause or voluntarily (in accordance with Section 5.6) by Executive, Executive shall be offered the opportunity to execute a separation and release agreement prepared by, and satisfactory to the Corporation. Contingent upon Executive signing and adhering to such separation and release agreement, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of (i) 300% of the Salary in effect as of Executive’s last day of employment plus (ii) 155% of the amount that Executive earned as a Bonus pursuant to Section 4.1 hereof for the fiscal year immediately preceding the termination.

8.2.    The Severance Payment shall be payable over the four year period commencing on the date Executive ceases to receive payments pursuant to Section 5.3 hereof (hereinafter referred to as the “Severance Period”). The Severance Payment shall be payable semi-monthly less such deductions as shall be required to be withheld by applicable laws and regulations during the Severance Period as follows:

(a)    Thirty-One (31%) of the Severance Payment shall be payable in equal installments over the first 12 months (“Year One”) of the Severance Period;

(b)    Twenty-Six (26%) of the Severance Payment shall be payable in equal installments over the next 12 months (“Year Two”) of the Severance Period;

(c)    Twenty-Three (23%) of the Severance Payment shall be payable in equal installments over the next 12 months (“Year Three”) of the Severance Period; and

(d)    Twenty (20%) of the Severance Payment shall be payable in equal installments over the final 12 months (“Year Four”) of the Severance Period;

8.3.    In the event Executive receives the Severance Payment in accordance with this Section 8, Executive shall nevertheless be entitled to receive the payments and benefits set forth in Section 5.3 in accordance with the terms thereof and the Severance Payment shall not affect his right to such payments and benefits.

Section 9.    Disability Plan . In the event Executive’s employment is terminated due to Disability, Executive shall be entitled to disability payments pursuant to the disability plan contained in this Section 9. Such disability payments shall be for a ter