EMPLOYMENT AGREEMENT

A.

It is the desire of the Company to assure itself of the services of the Executive by entering into this Agreement.

(a)

General . The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 1(b) , in the position set forth in Section 1(c) , and upon the other terms and conditions herein provided.

(b)

Employment Term . The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on January 16, 2007 and ending at the end of the day on December 31, 2007, unless earlier terminated as provided in Section 3 . The employment term hereunder shall automatically be extended for successive one-year periods (“ Extension Terms ” and, collectively with the Initial Term, the “ Term ”) unless either party gives notice of non-extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term and subject to earlier termination as provided in Section 3 .

(c)

Position and Duties . The Executive shall serve as the Chief Financial Officer of the Company with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer of the Company. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company (which may include service to its Affiliates). The Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time. During the Term, it shall not be a violation of this Agreement for the Executive to (i)

serve on industry trade, civic or charitable boards or committees; (ii) deliver lectures or fulfill speaking engagements; (iii) manage his personal investments and affairs; and (iv) serve on the board of directors of for-profit enterprises with the Chief Executive Officer’s prior consent, as long as such activities do not materially interfere with the performance of the Executive’s duties and responsibilities as an employee of the Company. During his employment and for the 12-month period following termination of his employment with the Company, (x) the Executive agrees not to disparage in any material respect the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or Affiliates, either orally or in writing, and (y) the Company agrees not to disparage in any material respect the Executive.

(a)

Annual Base Salary . During the Term, the Executive shall receive a base salary at a rate of $325,000 per annum (the “ Annual Base Salary ”), which shall be paid in accordance with the customary payroll practices of the Company, subject to adjustment as determined by the Board of Directors of the Company or its committee (“the Board ”).

(b)

Annual Bonus . During the Term, the Executive will be eligible to receive annual bonuses based upon achieving annual financial plan and organization metrics to be determined by the Board, with a target bonus of 75% of Annual Base Salary for calendar year 2007.

(c)

Relocation Benefits . In addition to the annual bonus opportunity, the Executive will receive relocation benefits as described in the attached document entitled “Relocation Benefit Summary – Plan 2.”

(d)

Lump Sum Bonus . In recognition of the financial impact resulting from Executive’s terminating his relationship with his previous employer and accepting employment with the Company, the Executive will receive a one-time bonus in the amount of $200,000, payable in a lump sum within 30 days of Executive’s commencement of employment and subject to applicable deductions and withholdings.

(e)

Incentive Award Plan . The Executive will be granted an incentive award of 87,500 Stock-settled Stock Appreciation Rights (SSARs) and 25,000 Restricted Stock Units (RSUs) under the Company’s Incentive Award Plan. The awards will be eligible for vesting over a four-year period, based upon the achievement of predefined Company performance metrics, and shall be subject to such other terms and conditions as are established by the Board.

(f)

Additional Compensation . The Company shall work with the Executive to establish a compensation program that is meant to compensate him for some or all of the pension benefits and other material compensation that the Executive forfeited as a result of his terminating employment with his previous employer.

Such program and the amounts paid thereunder shall be subject to approval by the Board and shall take into account the compensation and benefits provided in this Agreement.

(g)

Benefits . During the Term, the Executive shall be entitled to participate in employee benefit plans, programs and arrangements of the Company, as may be amended from time to time, which are applicable to the senior officers of the Company. During the Term, the Executive shall also be entitled to receive (i) annual reimbursements for financial and tax planning, and (ii) reasonable temporary living expenses and long-range commuting expenses as mutually agreed to by the Executive and the Chief Executive Officer.

(h)

Vacation . During the Term, the Executive shall be entitled to participate in the Company’s vacation policy as follows: (i) in calendar year 2007 the Executive shall be entitled to four (4) weeks of paid vacation, and (ii) following calendar year 2007, the Executive shall accrue at least four (4) weeks of paid vacation each year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.

(i)

Expenses . During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s expense reimbursement policy.

(j)

Key Person Insurance . At any time during the Term, the Company shall have the right to insure the life of the Executive for the Company’s sole benefit. The Company shall have the right to determine the amount of insurance and the type of policy. The Executive shall cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier. The Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy.

(k)

Indemnification . The Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by the Company’s certificate of incorporation or bylaws against all costs, expenses, liabilities and losses reasonably incurred or suffered by the Executive as a result of actions taken by the Executive in good faith and in his capacity as an officer of the Company.

(a)

Circumstances .

(b)

Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive under this Section 3 (other than termination pursuant to paragraph (a)(i)) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting 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 specifying a Date of Termination which, for terminations under paragraphs (a) (ii), (iv) or (vi) shall be at least sixty (60) days following the date of such notice (a “ Notice of Termination ”); provided, however, that the Company may, in its sole discretion, advance the Date of Termination to any date following the Company’s receipt of the Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(c)

Company obligations upon termination . Upon termination of the Executive’s employment, the Executive (or the Executive’s estate) shall be entitled to receive the sum of the Executive’s Annual Base Salary through the Date of Termination

not theretofore paid, any expenses owed to the Executive under Section 2(i) , any accrued vacation pay owed to the Executive pursuant to Section 2(h) , and any amount accrued and arising from the Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements under Section 2(g) , which amounts, if any, shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements, and such other or additional benefits as may be, or become, due to him under the applicable terms of applicable plans, programs, agreements, corporate governance documents and other arrangements of the Company and its subsidiaries (collectively, the “ Company Arrangements ”). The Executive shall not be entitled to any other payments or benefits, except as specifically provided in Section 4.

(a)

Termination for Cause, resignation without Good Reason, upon Non-extension of Term by the Company or the Executive, upon death or upon Disability . If the Executive’s employment shall terminate pursuant to Section 3(a)(iii) for Cause, Section 3(a)(vi) for resignation without Good Reason, pursuant to Sections 3(a)(vii) or 3(a)(viii) due to Non-extension of the Term by the Company or the Executive, or as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), the Executive shall not be entitled to any additional severance payment or benefits.

(b)

Termination without Cause or resignation for Good Reason . If the Executive’s employment shall terminate without Cause pursuant to Section 3(a)(iv) or for Good Reason pursuant to Section 3(a)(v) , the Company shall, subject to the Executive signing and not revoking, within sixty (60) days following the Date of Termination, a release of claims in substantially the form attached hereto as Exhibit A :

(c)

Survival . The expiration or termination of the Term shall not impair the rights or obligations of any party hereto, which shall have accrued prior to such expiration or termination.

(d)

409A . Notwithstanding anything to the contrary in this Section 4 , no payments in this Section 4 will be paid during the six-month period following the Executive’s termination of employment unless the Company determines, in its good faith judgment, that paying such amounts at the time or times indicated in this Section would not cause the Executive to incur an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) (in which case such amounts shall be paid at the time or times indicated in this Section). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, the Company will pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been previously paid to the Executive under this Agreement.