(1)   Stock Options.   You shall be granted stock options to be vested over four consecutive 12-month periods as per your Stock Option Agreement with the Company and administered under the Company’s Stock Option Plan .  Additional stock options may be granted to you during the period of this agreement to the extent granted to other employees of the company of a similar class and as determined by the Board of Directors.  If you retire past the age of 60 while employed by the Company or an Affiliate, any stock options, restricted stock or company issued equity (to the extent then exercisable) may be exercised, in whole or in part, by you at any time prior to the earlier of the Expiration Date (as defined in your Stock Option, Restricted Stock or other Equity Agreement) and a Corporate Transaction (as defined in your Stock Option Plan or equity incentive plan) which terminates such stock options or other Company issued equity.  Further, upon such retirement, any and all stock options, restricted stock or other Company issued equity, shall continue to vest in accordance with its terms as if you remained employed by the Company.

(2)   Incentive Plan .  You shall be entitled to participate in Company Incentive Plans as applicable generally to other employees of the Company of a similar class and as determined by the Board of Directors.  You shall be entitled to bonuses as deemed appropriate by the board of Directors with respect to the realization of the Company’s Incentive Plan objectives.

(3)   Annual Bonus .  You shall be entitled to participate in the annual bonus plan as applicable generally to other employees of the company of a similar class and as determined by the plan and the Board of Directors.

(4)   Savings and Retirement Plans .  You shall be entitled to participate in savings and retirement plans and any other practices, policies and programs applicable generally to other employees of the company of a similar class and as determined by the Board of Directors.

(d)   Welfare Benefit Plans .  You shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to similar employees of the Company, including but not limited to directors’ and officers’ liability insurance.

(e)   Expenses.   You shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by you in accordance with the policies, practices and procedures as in effect generally with respect to Similar Employees of the Company.  You shall be authorized to fly first class on all flights over 2 hours in duration.  You shall receive $1,000 per month as an automobile allowance.

(f)    Insurance and Indemnity .  The Company shall, upon your request, execute a separate indemnification agreement providing maximum indemnification to you under Delaware law, and may, in the sole discretion of its Board of Directors, acquire directors and officers insurance.  Any directors and officers insurance acquired by the Company shall extend to you to the same extent it extends to any other director or officer of the Company.

(g)   Other Benefits .  You shall be entitled to other benefits in accordance with the plans, practices, programs and policies as in effect generally with respect to those extended to the Chairman and other similar employees of the Company.

2

4.     Death or Disability of Employee.   If you die or become disabled prior to the expiration of this Agreement, your employment under this Agreement will automatically terminate.  “Disability” means any physical or mental illness that renders you unable to perform your agreed-upon services under this Agreement for six consecutive months or an aggregate of 270 days, whether or not consecutive, during any consecutive 12-month period.  Disability shall be determined by a licensed physician not affiliated with you or the Company.  However, you shall have the right to have your physician present or consulted.  In the event of your death or disability, the amounts pursuant to this Agreement through the date of your death or disability will be paid to you or your beneficiaries.  Such benefits shall include your Stock Option Benefits.

5.     Termination for Cause .  By majority vote of the Board (with you abstaining) and with ten days’ prior written notice, your employment under this Agreement may be terminated by the Company for “good cause.”  If the Company alleges there are grounds for a Termination for Cause, they will specify in writing the reasons and you shall have ten (10) business days in which to cure same.  The term “good cause” is defined as any one or more of the following occurrences:

(a)   Gross negligence, material violation by you of any duty, or any other material misconduct on your part;

(b)   Your conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime punishable by imprisonment in the jurisdiction involved; or

(c)   Your commission of an act of fraud, whether prior to or subsequent to the date of this Agreement, upon the Company.

In the event of termination for “good cause,” your salary, benefits, and unexercised stock options will terminate as of the last day of the month in which proper notice of your termination was given to you.

6.     Other Termination .  If you are terminated for any reason other than good cause, or are subject to “Constructive Termination” (as defined below), you shall be entitled to severance pay equal to the remaining salary due under the term of this Agreement.  You shall be entitled to a lump sum severance payment without a duty to mitigate.  Subject to approval by the Administrator, as defined in the Company’s Stock Option Plan, which approval shall be sought at the time of the consideration by the Board of Directors of this Agreement, all options granted to you (incentive and non-statutory) shall provide that, in the event of your termination of employment (including constructive termination) for other than “good cause,” as defined herein, that each such option (a) shall immediately vest and (b) shall be exercisable for the period set forth in the option agreement (but not in excess of the specified maximum term of such option).  You shall also be entitled to continue to receive such benefits as you are receiving at the time of termination, e.g. health plans, etc., until the end of the term of this Agreement.

“Constructive Termination” means a termination of this Agreement resulting from any material failure by the Company to fulfill its obligations under this Agreement which is not cured within thirty (30) days after receipt of written notice by the Company from Exec