EMPLOYMENT AGREEMENT

(a)

Subject to the terms and conditions of this Agreement, Holdings agrees to employ Executive during the term hereof as Managing Director—Chief Executive Officer. In his capacity as Managing Director of Holdings, Executive shall have the customary powers, responsibilities and authorities of Managing Director and Chief Executive Officer of corporations of the size, type and nature of Holdings, as they exist from time to time. Executive shall also be Managing Director—Chief Executive Officer of all of Holdings’ subsidiaries unless otherwise agreed by Executive. Compensation and expenses of Executive shall be allocated based on the procedures agreed upon by and between Holdings and subsidiaries.

(b)

Holdings shall, as long as Executive is employed in his capacity as Managing Director, use its best efforts to cause the election and retention of Executive to the Board of Members of Holdings (the “Board”) as a member of the Board and as Chairman of the Board of Member and Chief Executive Officer of Holdings. Holdings shall, as long as Executive is employed in his capacity as Managing Director, cause Executive to be elected a member and chairman of the Board of Directors and Chief Executive Officer of all of Holdings’ subsidiaries unless otherwise agreed by Executive.

(c)

Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as Managing Director—Chief Executive Officer of Holdings and agrees to devote his full working

time and efforts, to the best of his ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith. Nothing in this Agreement shall preclude Executive from engaging, consistent with his duties and responsibilities hereunder, in charitable and community affairs, from managing his personal investments or, except as otherwise provided in Section 12 hereof, from serving as a member of boards of directors or as a trustee of other companies, associations or entities.

3.1

Initial Compensation .

(a)

Beginning on the Approval Date and continuing until the Termination Date, Holdings shall pay Executive a base salary (“Base Salary”) at the annual rate of $300,000. The Base Salary shall be payable in accordance with the ordinary payroll practices of Holdings but in no event less often than monthly in arrears.

(b)

Under Holding’s Short Term Incentive Compensation Plan, Executive’s annual target award shall be $375,000.

(c)

Executive shall participate in any compensation plan or program, annual or long-term, maintained by Holdings and participated in by senior executives of Holdings generally on terms taking into account Executive’s title and position with Holdings

3.2

Adjustments to Compensation . The compensation components as described in Section 3.1 above and other Sections herein shall be increased from time to time as the Board shall determine taking into account the success of Holdings, the performance of Executive, the size, revenues, and earnings of the businesses held or operated, or contemplated to be held or operated, by Holdings and market factors

3.3

Expenses . Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities on behalf of Holdings under this Agreement, including, without limitation, expenses for travel and similar items related to such responsibilities which are consistent with Holdings’ policies in effect from time to time with respect to travel and other business expenses. Holdings will reimburse Executive for all such expenses upon presentation by Executive from time to time of an itemized account of such expenditures; provided that such expenses are in compliance with any other Holdings’ policies in effect from time to time with respect to reporting and documentation of such expenses; it being understood, furthermore, that the cost of commuting between Executive’s residence and Holdings’ principal place of business and expenses for lodging in connection with such commuting shall not be reimbursed other than in the event the principal offices of Holdings are relocated greater than a 40 miles radius from its current location.

3.4

Taxes . Reserved

4.1

Employee Benefit Programs, Plans and Practices . During the term of his employment hereunder, Holdings shall provide to Executive coverage under any employee benefit programs, plans and practices (commensurate with his position in Holdings and to the extent possible under any employee benefit plan), in accordance with the terms hereof, which Holdings makes available to its senior executive officers generally, including but not limited to (i) retirement, pension and profit-sharing, and (ii) medical, dental, hospitalization, life insurance, short-and long-term disability, accidental death and dismemberment and travel accident coverage.

4.2

Vacation and Fringe Benefits .

(a)

Executive shall be entitled to paid vacation each calendar year of no less than 25 working days. Holdings may grant additional vacation time to Executive.

(b)

In addition, Executive shall be entitled to all of the other perquisites and fringe benefits accorded the senior officers of Holdings generally.

5.1

Purchase Rights; Vesting.

(a)

As of the date hereof, Executive has purchased from Holdings Class B equity of Holdings equal to 30% of the total Class B equity of Holdings for an aggregate purchase price of $3,000 and Class C equity of Holdings equal to 15.50% of the total Class C equity of Holdings for an aggregate purchase price of $1,550. Executive has been awarded 24.0% of Class D equity valued at $2,400 at the time of the award. Hereafter, Class B, Class C and Class D equity collectively shall be referred to as “Incentive Equity”. Within 30 days after such purchase or award of Incentive Equity, the Executive made an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties agree that purchase price or value for Incentive Equity at the time of purchase or award was at fair market value: for Class B is $3,000; for Class C is $1,550; and Class D is $2,400 and that parties shall use and have used such value for all Federal income tax purposes.

(b)

As of the date hereof, one hundred percent (100%) of Executive’s Class B equity of Holdings and Class C equity of Holdings is fully vested and nonforfeitable.

(c)

Fifty percent (50%) of Executive’s Class D Equity vested on January 1, 2006 and, provided that (except in the case of vesting pursuant to Section 5.3 (a), 6.2 and 6.3) Executive is still employed by Holdings, the remaining unvested Class D equity shall vest on a daily basis over a two year period beginning with the Approval Date so that the remainder shall have fully vested by January 1, 2008. In the event of an Initial Public Offering (“IPO”), fifty percent (50%) of then unvested Class D Equity shall vest. Any unvested remaining portion of Class D Equity after the Liquidity Event shall vest pro-rata over the remaining term through 2008 as described earlier herein.

(d)

“Liquidity Event” means (i) any sale of all or substantially all of the assets of Holdings on a consolidated basis in one transaction or series of related transactions (but excluding sales to affiliates) for cash or marketable securities, (ii) any sale of 50% or

more of the Investor Equity (as defined in the LOI) in one transaction or series of related transactions (but excluding sales to affiliates and, with respect to individuals, related persons) for cash or marketable securities or (iii) a merger, share exchange or similar transaction which accomplishes one of the foregoing.

5.2

Distributions . Executive’s unvested Incentive Equity outstanding at the time of any dividend or other distribution to Incentive Equity will be entitled to receive the same distributions per unit as vested Incentive Equity.

5.3

Repurchase .

(a)

Executive’s unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive’s unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive’s employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event, or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings’ repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive’s unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive’s termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive’s termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive’s termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings’ above repurchase rights shall be reinstated. “Fair Market Value” shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidated.

(b)

Executive’s vested Incentive Equity will not be subject to repurchase in whole or in part by Holdings.

5.4

Investors’ Agreement . Holdings has entered into an investors’ agreement (the “Investors’ Agreement”), registration agreement, and certain other agreements with Executive and the other members of Holdings (collectively, the “Investors”).

5.5

Restrictions on Transfer of Incentive Equity . Other than pursuant to Tag-Along Rights, Registration Rights, and other Exit Rights with respect to his vested Incentive Equity (as such terms are defined in the LOI and as such concepts may be incorporated in the agreements referred to in Section 5.4) Executive may not transfer his Incentive Equity at any time (other than transfers of Incentive Equity for estate planning purposes to immediate family members and trusts and/or other vehicles for the benefit of immediate family members) without the approval of members of the Board holding a majority of the votes of all members of the Board who do not have a pecuniary interest in such transfer, which majority shall include approval by members of the Board holding a majority of the votes of all of the members of the Board designated by the Institutional Investors. However, after a Liquidity Event, any and all vested Incentive Equity may be transferred subject only to the restrictions that are then in place for the securities received by other Class A equity holders in exchange or in consideration for their Class A equity.

6.1

Termination Not for Cause or Termination for Good Reason .

(a)

(i)

Holdings may terminate Executive’s employment at any time, and Executive may terminate his employment at any time. If Executive’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings.

(ii)

In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteen month anniversary of the

Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insu