substantially equal installments in accordance with the Corporation’s regular payroll practices. The Executive’s base salary (with any increases under Section 3(b) , below) shall not be subject to reduction; provided, however, in connection with an across-the-board salary reduction that applies to substantially all of the management executives of Parent and its subsidiaries, Executive’s base salary may be reduced by a percentage amount equal to the average amount of the percentage decrease affecting such other management executives, but in no event more than 10%. Any compensation which may be paid to the Executive under any additional compensation or incentive plan of the Corporation or Parent or which may be otherwise authorized from time to time by the Board (or an appropriate committee thereof) shall be in addition to the base salary to which the Executive shall be entitled under this Agreement.

(b)            Salary Increases . During the period of employment as provided in Section 1(b) hereof, the base salary of the Executive shall be reviewed no less frequently than annually by the Board to determine whether or not the same should be increased in light of the duties and responsibilities of the Executive and the performance thereof, and if it is determined that an increase is merited, such increase shall be promptly put into effect and the base salary of the Executive as so increased shall constitute the base salary of the Executive for purposes of Section 3(a) .

4.              Annual Bonuses . For each fiscal year during the term of employment, the Executive shall be eligible to receive a bonus payable in cash and/or in Parent’s common stock. The amount of the bonus shall be based on the achievement of certain operating and/or financial goals, in accordance with the terms of a bonus plan adopted and administered by the Board for senior executives of the Parent and its subsidiaries, which plan may be amended from time to time by the Board in its discretion. Executive’s target annual bonus for fiscal year 2006 will be equal to 0.60 times his current annual salary.

5.              Equity Incentive Compensation . During the term of employment hereunder the Executive shall be eligible to participate, in an appropriate manner relative to other senior executives of the Parent and its subsidiaries, in any equity-based incentive compensation plan or program approved by the Board from time to time, including (but not by way of limitation) any plan providing for the granting of (a) options to purchase stock of the Parent, (b) restricted stock of the Parent or (c) similar equity-based units or interests.

6.              Other Benefits . In addition to the compensation described in Sections 3, 4 and 5 , above, the Executive shall also be entitled to the following:

(a)            Participation in Benefit Plans . The Executive shall be entitled to participate in all of the various retirement, welfare, disability, fringe benefit, executive perquisite and expense reimbursement plans, and any other programs and arrangements of the Corporation and Parent to the extent the Executive is eligible for participation under the terms of such plans, programs and arrangements, with the participation levels to be determined by Executive’s salary, position and tenure, and such other factors as apply in such plans and programs. Except as otherwise specifically provided in this Agreement, the Executive shall also be entitled to all benefits provided to him under the practices of the Corporation as in effect immediately prior to the effective date of this Agreement.

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(b)            Vacation and Holidays . The Executive shall be entitled to the number of weeks of vacation during each year of this Agreement per the formula determined by the existing policies of the Corporation, or such greater period as the Board may approve, and to the paid holidays given by the Corporation to its employees generally, without reduction in salary or other benefits.

7.              Covenants of the Executive . In order to induce the Corporation to enter into this Agreement, the Executive hereby agrees as follows:

(a)            Confidentiality . Except for and on behalf of the Corporation with the consent of or as directed by the Board, the Executive shall keep confidential and shall not divulge to any other person or entity, during the term of employment or thereafter, any of the business secrets or other confidential information regarding the Parent and its subsidiaries which has not otherwise become public knowledge; provided, however, that nothing in this Agreement shall preclude the Executive from disclosing information (i) to an appropriate extent to parties retained to perform services for the Parent or its subsidiaries or (ii) under any other circumstances to the extent such disclosure is, in the reasonable judgment of the Executive, appropriate or necessary to further the best interests of the Corporation or its subsidiaries or (iii) as may be required by law, legal process or subpoena.

(b)            Records . All papers, books and records of every kind and description relating to the business and affairs of the Parent and its subsidiaries, whether or not prepared by the Executive, other than personal notes prepared by or at the direction of the Executive, shall be the sole and exclusive property of the Corporation, and the Executive shall surrender them to the Corporation at any time upon request by the Board.

(c)            Non-Competition . The Executive hereby agrees with the Corporation that during the term of his employment hereunder, and in certain instances, as provided below, for a period following termination of his employment hereunder, he shall not, directly or indirectly, engage in, or be employed by, or act as a consultant to, or be a director, officer, owner or partner of, or acquire a substantial interest in, any business activity or entity which competes significantly with the Parent or any of its subsidiaries, provided, however, that as to the period after termination of the Executive’s employment hereunder, the restrictive covenants set forth in this Section 7(c) shall apply only in the case of terminations without Cause or resignations for Good Reason and then only for a period beginning on the Date of Termination and ending, as applicable, eighteen (18) months or twenty-four (24) months later (which period will be based the applicable multiplier pursuant to subsection (ii) of Section 9(b) of this Agreement);

(d)            Non-Solicitation . During the time period after termination (if any) during which the Executive is subject to the noncompetition covenants of Section 7(c) of this Agreement, he shall not induce or attempt to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relation with the Parent or its subsidiaries to cease doing business with the Parent or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or other person and the Parent or its subsidiaries. In addition, during the eighteen month period following termination of employment for any reason (or, if longer, the period during which the Executive is subject to the non-competition covenants of Section 7(c) of this

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Agreement), Executive shall not solicit any employee of the Parent or any of its subsidiaries to leave the employment thereof or in any way interfere with the relationship of such employee with the Parent or its subsidiaries.

(e)            Enforcement . The Executive recognizes that the provisions of this Section 7 are vitally important to the continuing welfare of the Corporation and its subsidiaries and that money damages would constitute an inadequate remedy for any violation thereof. Accordingly, in the event of any such violation by the Executive, the Corporation and its subsidiaries, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel specific performance thereof or to seek an injunction restraining any action by the Executive in violation of this Section 7 .

8.              Termination . Unless earlier terminated in accordance with the following provisions of this Section 8 , the Corporation shall continue to employ the Executive and the Executive shall remain employed by the Corporation during the entire term of this Agreement as set forth in Section 1(b) . Section 9 hereof sets forth certain obligations of the Corporation in the event that the Executive’s employment is terminated.

(a)            Death or Disability . Except to the extent otherwise provided in Section 9 with respect to certain post-Date of Termination payment obligations of the Corporation, this Agreement shall terminate immediately as of the Date of Termination in the event of the Executive’s death or in the event that the Executive becomes disabled. The Executive will be deemed to be disabled upon the earlier of (i) the end of a twelve (12) consecutive month period during which, by reason of any medically determinable physical or mental impairment, the Executive has been unable to engage in any substantial gainful activity or (ii) the date that a reputable physician selected by the Board, and as to whom the Executive has no reasonable objection, determines in writing that the Executive will, by reason of any medical determinable physical or mental impairment, be unable to engage in any substantial gainful employment for a period of at least twelve (12) consecutive months. If any question arises as to whether the Executive is disabled, upon reasonable request therefor by the Board, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and extent of any such disability. In accordance with Section 14 , the Board shall promptly give the Executive written notice of any such determination of the Executive’s disability and of any decision of the Board to terminate the Executive’s employment by reason thereof. In the event of disability, until the Date of Termination, the base salary payable to the Executive under Section 3 hereof shall be reduced dollar-for-dollar by the amount of disability benefits, if any, paid to the Executive in accordance with any disability policy or program of the Corporation or its affiliates.

(b)            Discharge for Cause . In accordance with the procedures hereinafter set forth, the Board may discharge the Executive from his employment hereunder for Cause. Except to the extent otherwise provided in Section 9 with respect to certain post-Date of Termination obligations of the Corporation, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is discharged for Cause. Any discharge of the Executive for Cause shall be communicated by a Notice of Termination to the Executive given in accordance with Section 14 of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” means a written notice which (i) indicates the specific

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termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination is to be other than the date of receipt of such notice, specifies the Date of Termination (which date shall in all events be within thirty (30) days after the giving of such notice). In the case of a discharge of the Executive for Cause, the Notice of Termination shall include a copy of a resolution duly adopted by the Board at a meeting called and held for such purpose (after reasonable notice to the Executive and reasonable opportunity for the Executive to be heard before the Board prior to such vote), finding that, in the reasonable and good faith opinion of the Board, the Executive was guilty of conduct constituting Cause. No purported termination of the Executive’s employment for Cause shall be effective without a Notice of Termination.

(c)            Termination for Other Reasons . The Corporation may discharge the Executive without Cause by giving written notice to the Executive in accordance with Section 14 at least thirty (30) days prior to the Date of Termination. The Executive may resign from his employment by giving written notice to the Corporation in accordance with Section 14 at least thirty (30) days prior to the Date of Termination. Except to the extent otherwise provided in Section 9 with respect to certain post-Date of Termination obligations of the Corporation, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is discharged without Cause or resigns.

(d)            Definitions . For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

(i)             “ Accrued Obligations ” shall mean, as of the Date of Termination, the sum of (A) the Executive’s base salary hereunder through the Date of Termination to the extent not theretofore paid, (B) the amount of any incentive compensation, deferred compensation and other cash compensation accrued by the Executive as of the Date of Termination to the extent not theretofore paid, (C) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive as of the Date of Termination to the extent not theretofore paid, and (D) with respect to any bonus plans for the fiscal year of termination, if Executive has been employed for at least six (6) months during such fiscal year and has not been terminated for Cause or resigned without Good Reason, a partial bonus for the fiscal year of termination equal to the bonus payable for the full fiscal year in accordance with the applicable plan, program or policy, multiplied by a fraction equal to the fraction of the fiscal year preceding Executive’s termination.

(ii)            “ Base Salary ” shall mean the annual base salary paid to Executive immediately prior to the termination of employment, provided that such amount shall in no event be less than the annual base salary payable to Executive during the one (1) year period immediately prior to the termination.

(iii)           “ Board ” means the board of directors of Parent.

(iv)           “ Cause ” shall mean (i) acts or omissions by the Executive which constitute intentional material misconduct or a knowing violation of a material policy of the Parent or any of its subsidiaries, (ii) the Executive personally receiving a benefit in

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money, property or services from the Parent or any of its subsidiaries or from another person dealing with the Parent or any of its subsidiaries, in material violation of applicable law or policy of Parent or any of its subsidiaries, (iii) an act of fraud, conversion, misappropriation, or embezzlement by the Executive or his conviction of, or entering a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof (other than DUI), or (iv) any deliberate and material misuse or deliberate and material improper disclosure of confidential or proprietary information of Parent or any of its subsidiaries. Notwithstanding the foregoing, no act or omission by the Executive shall constitute Cause hereunder unless the Corporation has given detailed written notice thereof to the Executive, and the Executive has failed to remedy such act or omission within a reasonable time after receiving such notice.

(v)            A “ Change of Control ” shall be deemed to have occurred if:

(A)           Any individual or group constituting a “person”, as such term is used in Sections l3(d) and l4(d)(2) of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”) (other than (A) the Parent or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an Executive benefit plan of the Parent or of any of its subsidiaries or (C) any Cypress Fund(s)), is or becomes the beneficial owner, directly or indirectly, of securities of the Parent representing fifty percent (50%) or more of the combined voting power of the Parent’s outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; or

(B)            Continuing Directors cease to constitute at least a majority of the Board; or

(C)            there occurs a reorganization, merger, consolidation or other corporate transaction involving the Parent (a “ Transaction ”), in each case with respect to which the stockholders of the Parent immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the Parent or other corporation resulting from such Transaction; or

(D)           all or substantially all of the assets of the Corporation or Parent are sold, liquidated or distributed.

(vi)           “ Continuing Directors ” shall mean (A) the directors of the Parent in office on the date hereof and (B) any successor to any such director who (x) was nominated or selected by a majority of the Continuing Directors in office at the time of the director’s nomination or selection, and (y) who is not an “affiliate” or “associate” (as defined in rule 12b-2 under the Exchange Act) of any Ten Percent Owner.

(vii)          “ Cypress Fund ” shall mean any investment fund which is an “affiliate” of