EMPLOYMENT AGREEMENT

3.01.    Generally . During the Employment Period, Executive (i) shall be employed as Executive Vice President, Finance and Administration of Employer, (ii) shall devote all of her business time and attention to the business and affairs of Employer and other enterprises controlled by, or under common control with, Employer (collectively, the “Company”), and (iii) shall use her best efforts, skills and abilities in the diligent and faithful performance of her duties and responsibilities hereunder. As Executive Vice President, Finance and Administration of the Company, Executive shall play the role in the management of the Company’s business and affairs and shall have the authority and responsibilities provided by the resolution of the Board of Directors of Employer adopted on January 31, 2007 (including the role, authority and responsibilities, along with the Chief Executive Officer, of a principal executive officer of Employer for purposes of the pertinent filings and submissions of Employer’s under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); provided, however, that the Board of Directors of Employer may from time to time change the role, authority and responsibilities of Executive as long as (i) Executive shall continue to be the senior officer of the Company with responsibility for the Company’s financial, accounting, treasury and internal audit functions and Employer’s General Counsel shall report to Executive as well as to the Chief Executive Officer of Employer and the Board of Directors, (ii) Executive’s reporting responsibilities shall be as provided in subsection 3.02 below and (iii) the role, authority and responsibilities assigned to Executive shall be consistent with her role as a senior executive of Employer. Notwithstanding the foregoing, Executive shall have the right to (i) engage in personal investment activities for herself and her family and (ii) engage in charitable and civic activities, provided the outside activities set forth in (i) and (ii) hereof do not interfere with Executive’s performance of her duties and responsibilities hereunder. Except for Executive’s current position as a member of the board of directors of PJM Interconnection, Executive shall not serve as an officer or director of any other business corporation or as a general partner of any partnership except with the prior written approval of the Board of Directors of Employer or an authorized committee thereof.

3.02.    Reporting .   Commencing with the date hereof and until otherwise directed by the Board of Directors of Employer in accordance with the following provisions of this subsection 3.02, Executive shall report dually to the Chief Executive Officer of Employer and to the Board of Directors of Employer. In reporting to the Board of Directors of Employer, Executive shall on a regular basis report to the Chair of the Board of Directors. Notwithstanding the foregoing, in the event of a change in Chief Executive Officer of Employer after the date hereof, if the Board of Directors so provides, Executive shall report to the Chief Executive Officer of Employer. Any right, power or discretion of the Board of Directors of the Employer referred to herein, other than that referred to in subsection 5.02, may be exercised by any authorized committee of the Board of Directors of Employer, including the Compensation Committee.

3.03.    Location of Executive’s Activities; Travel . Executive’s principal place of business in the performance of her duties and obligations under this Agreement shall be in the New York metropolitan area, which includes Secaucus, New Jersey. For so long as Employer’s headquarters are located in the New York City metropolitan area, Executive’s principal place of business shall be located at such headquarters. Notwithstanding the foregoing provisions of this subsection, Executive will engage in such travel and spend time in other places as may be necessary or appropriate in furtherance of her duties hereunder.

3.04.    Compliance with Company Policies . During the Employment Period, Executive will be subject to all of the written policies, rules and regulations of which Executive is given notice applicable to senior executives of Employer and will comply with all directions and instructions of the Board of Directors of Employer.

4.01.    Base Salary and Performance Bonus . For all services rendered by Executive under this Agreement, Employer shall pay to Executive during and with respect to the Employment Period, and Executive agrees to accept (in full payment), Base Salary and Performance Bonus, all as more fully described on Exhibit A, as well as the other benefits referred to in subsection 4.03, 4.04 and 4.05 below.

4.02.    Vacations. Executive shall be entitled to four weeks vacation, and additional vacation as approved by the Chief Executive Officer of Employer, in each twelve-month period worked, which shall be taken at such time or times as may be approved by the Chief Executive Officer of Employer and shall not unreasonably interfere with Executive’s performance of her duties under this Agreement.

4.03.    Equity Awards :

a.    As soon as practicable after the Commencement Date (but in no event before such time as Employer determines that Employer is in compliance with the periodic reporting requirements of Section 13(a) of the Exchange Act), Executive shall be granted, pursuant to and subject to the provisions of Employer’s Amended and Restated 2005 Equity Incentive Plan (as amended by the Board of Directors of Employer on June 23, 2006) (the “2005 Equity Plan”), a “Restricted Stock Award” for 15,000 “Restricted Shares” (as such terms are defined in the 2005 Equity Plan), which Restricted Shares shall be subject to restrictions on transfer and shall be subject to forfeiture upon a termination of employment until they vest and shall vest as follows: 5,000 Restricted Shares on the first anniversary of the date of grant and 5,000 Restricted Shares on each of the next two anniversaries thereof, except that any such Restricted Shares which are then unvested shall vest upon Executive’s death, disability or the occurrence of a Change in Control as provided by Section 13(a)(5) of the 2005 Equity Plan. Such Restricted Shares shall not be subject to any performance-based vesting requirement and shall not be Performance Awards within the meaning of the 2005 Equity Plan. Such Restricted Shares shall be granted pursuant to a Restricted Stock Award Agreement in the form approved by the Board of Directors for general use for comparable grants under the 2005 Equity Plan of Restricted Shares to senior executives.

b.    With respect to each fiscal year of Employer during the Employment Term beginning with the year beginning February 3, 2008, Executive shall be eligible for participation in Employer’s plan or program for the award of equity incentives to executives of Employer on a basis no less favorable to Executive than the basis on which any other senior executive of Employer, other than the Chief Executive Officer, is eligible to participate in such plan or program.

4.04.    Other Benefits .   During the Employment Period, Executive shall be eligible to receive such employee benefits (including insurance coverage, participation in retirement, savings and stock purchase plans and perquisites) as the Company generally makes available to Employer’s senior executives from time to time. Except as otherwise specifically provided by a benefit plan or program established by the Company or as provided by separate written agreement with the Company, Executive’s Base Salary shall constitute the compensation on the basis of which the amount of Executive’s benefits under any such plan or program shall be determined.

4.05.    Expense Reimbursement.   Employer shall reimburse Executive for all business expenses reasonably incurred by her in the performance of her duties under this Agreement upon her presentation of itemized accounts of such expenses in accordance with Employer’s procedures and policies as adopted and in effect from time to time and applicable to its senior executives, provided that Employer shall be under no obligation to reimburse Executive for any such business expense presented more than 60 days after termination of Executive’s employment by Employer.

5.01.    Termination Without Cause . At any time during the Employment Period, by notice to the other, Employer or Executive may terminate Executive’s employment under this Agreement without having any cause therefor; provided , however , that termination by Employer pursuant to this subsection 5.01 shall require the affirmative vote of a majority of the independent members of the Board of Directors. Such notice shall specify the effective date of termination, which in the case of termination by Executive shall not be less than 30 days after the date of such notice. For purposes hereof, the “independent members” of the Board of Directors shall mean those members in office at the time who have been determined to qualify as independent directors for purposes of the listing standards of the principal U.s. securities market on which the shares of Common Stock of Employer are then traded.

5.02.    By Employer For Cause . At any time during the Employment Period, by notice to Executive, Employer may terminate Executive’s employment under this Agreement “For Cause” (as hereinafter defined), effective immediately upon the giving of such notice or at such other time as is specified in such notice; provided , however , that termination pursuant to this subsection 5.02 shall require the affirmative vote of a majority of the independent members of the Board of Directors of Employer. Such notice shall specify the cause for termination and, if the basis thereof is conduct referred to in clause (i) through (iv) of the next following sentence, Executive shall be provided a reasonable opportunity before such vote to appear before the Board of Directors to explain why her conduct either did not satisfy the provisions of such clause or, notwithstanding the provisions of such clause, termination of her employment for Cause is not warranted. For the purposes of this Agreement, “for Cause” means:

(i)    the commission by Executive of any act involving intentional dishonesty or fraud or other intentional misconduct in connection with Executive’s employment by the Company; or

(ii)    a breach by Executive of her fiduciary duties to the Company that was done without a good faith belief that she was acting in what she reasonably believed to be the best interests of the Company ; or

(iii)    any other material breach of this Agreement that Executive fails to remedy fully to the reasonable satisfaction of Employer within ten (10) business days after notice to Executive of such breach; or

(iv)    any conduct, action or behavior by Executive involving moral turpitude that has or may reasonably be expected to have a material adverse effect on the reputation or interests of the Company; or

(v)    Executive shall have been barred by a court order issued under the Exchange Act from serving as a director or officer of a company registered under Section 12 or filing reports under Section 15(d) of the Exchange Act (including an order issued upon consent without any admission of the charge) or shall have been convicted of, or have entered a plea of nolo contendere or the equivalent in respect of a charge of, any criminal act constituting a felony under the laws of the United States or any state or political subdivision thereof.

5.03.    By Executive for Good Reason . Executive may, at any time during the Employment Period by notice to the Board of Directors of Employer (delivered to the attention of the Chair of the Board), terminate the Employment Period under this Agreement for “Good Reason” effective immediately. For the purposes hereof, “Good Reason” means:

a.    any material breach by Employer of any provision of this Agreement (including any failure to pay any compensation due to Executive when and as due) which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive;

b.    a demotion of Executive’s position or a material adverse change in Executive’s authority or responsibility or the assignment to Executive of duties inconsistent with Executive’s position, responsibilities, duties or status with Employer, all as provided by Section 2 (including any change in Executive’s reporting responsibilities from that provided by Section 2), except in connection with the termination of her employment on account of Disability (as hereinafter defined) or for Cause;

c.    a relocation by Employer of Executive’s place of employment to a location more than 30 miles outside the New York City metropolitan area;

d.    any purported termination of Executive’s employment for Cause which fails to satisfy the requirements of subsection 5.02 hereof.

5.04.    Disability . If during the Employment Period, Executive becomes incapable of fulfilling her obligations hereunder because of injury or physical or mental illness, and such incapacity exists for a period of at least 120 consecutive days or for shorter periods aggregating at least 180 days during any period of twelve consecutive months (“Disability”), Employer may, upon at least fifteen days’ prior written notice to Executive, terminate Executive’s employment under this Agreement. In the event of a dispute with respect to Executive’s Disability, whether or not she has been disabled shall be determined by an independent physician reasonably acceptable to both Employer and Executive or her representative.

6.01.    Compensation Upon Termination Without Cause . Subject to the provisions of subsections 6.03, 6.04 and 6.05, if (A) Executive’s employment hereunder is terminated by Employer pursuant to subsection 5.01 without Cause or (B) Executive terminates her employment with Employer pursuant to subsection 5.03 for “Good Reason,” or (C) Executive terminates her employment with Employer within one year after the occurrence of a Change in Control (other than in circumstances where Employer could terminate Executive’s employment for Cause), Executive shall be entitled, in addition to any amount of Base Salary and Performance Bonus theretofore earned but not yet paid, to (1) continuation of her Base Salary, payable in accordance with the Company’s normal payroll practices for executives, for a period of one year following such termination and (2) a pro rata portion of the Performance Bonus for Employer’s then current fiscal year based on the portion of the year elapsed through the day on which the Executive’s termination of employment occurs calculated based on the target bonus determined for Executive for such year under Employer’s Annual Management Incentive Bonus Plan; provided, however, that, if at the time notice of termination of Executive’s Employment Period is given, (i) the amount of Executive’s Performance Bonus for the previous fiscal year is not then determinable in accordance with Employer’s Annual Management Incentive Bonus Plan, the amount thereof shall be Executive’s targeted bonus amount for such year, (ii) if a determination has not yet been made of the targeted bonus amount of Executive’s Performance Bonus for the current fiscal year, the targeted bonus amount for such year shall be deemed to be the same targeted bonus amount as fixed for Executive for the previous fiscal year and (iii) if the performance target(s) for Executive for such year shall not have been fixed, the same performance target(s) as are applied under such plan to Employer’s Chief Executive Officer for such year shall apply with respect to Executive. For the avoidance of doubt, it is understood and agreed that, upon a termination of Executive’s employment without cause, she shall be entitled to a payment on account of a Performance Bonus in accordance with clause (2) of the first sentence of this subsection if, but only if, and only to the extent that, the performance target(s) for Executive set under Employer’s Annual Management Incentive Bonus Plan in respect of the fiscal year for which such payment is to be made have been or are satisfied and such payment shall be made at the time the Performance Bonus would otherwise be payable to Executive under Employer’s Annual Management Incentive Bonus Plan had Executive’s employment continued through such time. Payment to Executive of the compensation provided by this subsection is subject to execution by Executive of a general release in the form attached hereto as Exhibit B.

6.02.    Compensation Upon Termination By Reason of Death, Disability or For Cause . Subject to the provisions of subsections 6.03, 6.04 and 6.05, if Executive’s employment hereunder is terminated (A) by reason of Executive’s death or Disability, or (B) by Employer For Cause, or (C) in accordance with subsection 5.04 upon Executive reaching normal retirement age, Executive (or her estate, heirs or distributes) shall be entitled to (1) any amount of Base Salary and Performance Bonus theretofore earned but not yet paid and (2) except in the case of a termination of employment by Employer For Cause, a pro rata portion of the Performance Bonus for Employer’s then current fiscal year determined in the same manner as provided in clause (2) of the first sentence and in the second sentence of subsection 6.01. Payment to Executive of the compensation provided by this subsection is subject to execution by Executive of a general release in the form attached hereto as Exhibit B.

6.03.    Equity Awards Upo