EMPLOYMENT AGREEMENT

1.

Employment of the Executive .  Employer hereby agrees to employ Executive and Executive hereby agrees to be and remain in the employ of Employer, as the Chief Executive Officer of Employer, upon the terms and conditions hereinafter set forth.

2.

Employment Period .  The term of Executive’s employment under this Agreement (the “Employment Period”) shall commence July 1, 2009 (the “Commencement Date”) and remain in effect for four years (the “Initial Term”) unless terminated as permitted herein.  Thereafter, this Agreement shall automatically renew for successive one year terms (each a “Renewal Term”) unless either party provides written notice of termination at least one year prior to the end of the Initial Term or Renewal Term, in which case, the Agreement will terminate at the end of such Initial Term or Renewal Term.  The Initial Term and any Renewal Term(s) shall collective be the “Term.”

3.

Duties and Responsibilities .

(a)

During the Employment Period, Executive (i) shall have the title of Chief Executive Officer, (ii) shall devote his full business time and attention and expend his best efforts, energies and skills on a full-time basis to the business of the Company, and shall not engage in any other activity that would materially interfere with the performance of his duties under this Agreement (provided that Executive is permitted to serve on the board of directors of eHealth, Inc. and IMAX Corporation - to the extent that doing so does not create any conflict of interest with Executive’s obligations or duties under this Agreement - or other organizations, subject to approval of the Company’s Board of Directors (the “Board”), such approval not to be unreasonably withheld, or engage in endeavors related to the community, his faith, personal finances and effects and other charitable functions which do not materially interfere with the performance of his duties hereunder) and (iii) shall perform such duties, and comply with all reasonable directions and instructions of a majority of the Company’s Board.

(b)

Anything in paragraph 3.(a) above or this Agreement to the contrary notwithstanding, nothing herein will be construed so as to prevent or limit the Company’s good faith determination for bona fide business reasons to cease any or all of its operations or to operate one or more of any such activities through a joint venture, third party license or other arrangement with a third party.

(c)

During the Employment Period, (i) Executive will report only to the Company’s Board, (ii) Executive will be the Company’s most senior and highest ranking executive, (iii) all other Company senior executives will report to Executive, and (iv) the Chairman of the Board of the Company will not be an executive of the Company.

4.

Compensation .

(a)

For all services rendered and required to be rendered by, covenants of and restrictions in respect to, Executive under this Agreement, Employer shall pay to Executive during and with respect to the Employment Period, and Executive agrees to accept, annual base salary (“Base Salary”) computed at the following rates:

(i)

July 1, 2009 through June 30, 2010: $875,000;

(ii)

July 1, 2010 through June 30, 2011: $900,000;

(iii)

July 1, 2011 through June 30, 2012: $925,000;

(iv)

July 1, 2012 through June 30, 2013: $950,000;

(b)

Executive will be eligible for a one-time bonus based on Executive’s performance from the Commencement Date through December 31, 2009.  Whether such bonus is payable at all, and, if it is, the amount thereof (which will be a maximum of 100% of his Base Salary with Target being 75% of such maximum potential) will be solely at the discretion of the Board and will be payable, if at all, on or before January 31, 2010.

(c)

Upon commencement of Executive’s employment by the Company, Executive will receive a one-time grant of nonqualified options to purchase 1,200,000 shares of the Class B common stock of the Company.  This option will be subject to the Company’s stock option plan and contain the terms and conditions determined by the Company’s Compensation Committee.  Subject to paragraph 5.5 hereof, the vesting period of such options will be four years in equal installments from the date of grant.  The strike price of such options will be the closing price of the Company’s Class B common stock at the close of business on the date set forth in the grant by the Company’s Compensation Committee (which is expected to be the Commencement Date).

(d)

Upon commencement of Executive’s employment by the Company, Executive will receive a one-time grant of 150,000 restricted stock units of the Company’s Class B common stock.  This grant will be subject to the Company’s stock option

(e)

Effective on the Commencement Date, Executive will be entitled to participate in the Company’s health benefit plans, together with the Company’s Executive vacation policy (under which he will be entitled to five weeks of paid vacation annually), matching 401-K plan and similar plans in effect from time to time.  Executive’s participation in the foregoing plans, perquisites and travel and entertainment policy will be at the highest level and on terms no less favorable than afforded to other senior executives of the Company commensurate with Executive’s level.  Should any other executive of the Company receive a car allowance or reimbursement for club membership dues, Executive will also be entitled to such perquisites.

(f)

Subject to paragraph 6. hereof Company will reimburse Executive for all reasonable business expenses and Executive will comply with Company’s travel and entertainment policies in incurring and seeking reimbursement for such expenses.

5.

Termination of Employment Period; Change of Control .

5.1

Employer may, at any time during the Employment Period by written notice to Executive (the “Termination Notice”), terminate the Employment Period for uncured “Cause” effective immediately.  The Termination Notice shall specify the reason for termination.  In such an event, Executive’s sole remedy shall be to collect all unpaid Base Salary and all unreimbursed expenses payable for all periods through the effective date of termination and Executive shall not be entitled to any compensation or other amount from the Company after the effective date of termination.  For purposes hereof, “Cause” means a:

(a)

willful failure or refusal by Executive to substantially implement or follow material lawful policies or directions of the Board after written notice from Company;

(b)

willful commission by Executive of an act of moral turpitude that results in material harm to the Company; or commission of or conviction for any felony or any material misdemeanor involving theft, fraud or other dishonest action that results in material harm to the Company;

(c)

material breach of this Employment Agreement that results in material harm to the Company; or

(d)

material misrepresentation or material and willful nondisclosure by Executive that results in material harm to the Company in connection with performance of Executive’s duties.

5.2

The Company may terminate this Agreement at any time for any reason, by delivering a written notice to Executive, effective 30 days after Executive receives such notice in accordance with the terms hereof.  In such an event, Executive’s sole remedy shall be:

(a)

to collect all unpaid Base Salary, accrued incentive compensation, accrued vacation pay and all unreimbursed expenses payable for all periods through the effective date of termination; plus

(b)

a severance payment in the amount of 12 months of Executive’s then Base Salary (subject to Section 409A of the Internal Revenue Code of 1986, as amended); plus

(the sum of paragraphs 5.2 (a), (b) and (c) being collectively referred to as the “Severance Payment”).  Company will reasonably cooperate with Executive to structure the payment of the Severance Payment in a tax efficient manner.  To the extent allowed by law and requested by Executive, the Severance Payment will be made in a lump sum within ten days of the effective date of Executive’s termination.  Executive will have the right to take the Base Salary portion of the Severance Payment in equal installments over the period set out in paragraph 5.2 (b).  As long as Executive is receiving such Base Salary, he, and to the extent he has family coverage, his family, will remain covered by Company’s health insurance plan, as applicable.

5.3

(a)

In the event Executive becomes totally disabled or disabled such that he is rendered unable to perform substantially all of his usual duties for Company, and if such disability shall persist for a continuous period in excess of six months, or an aggregate period in excess of six months in any one fiscal year, Company shall have the right at any time after the end of such period during continuance of Executive’s disability by the delivery of not less than 30 days’ prior written notice to Executive to terminate Executive’s employment under this Agreement whereupon the applicable provisions of paragraph 5.4 below shall apply.

(b)

For purposes of this Agreement, if Executive and Company shall disagree as to whether Executive is totally disabled, or disabled such that he is rendered unable to perform substantially all of his usual duties for Company as set forth above, or as to the date at which time such total disability began, the decision of a licensed medical practitioner, mutually agreed upon by the parties, shall be binding as to both questions.  If the parties cannot agree as to the identity of the licensed medical practitioner, Executive shall select a licensed medical practitioner of his choice and the Company shall select a licensed medical practitioner of its choice.  The

5.4

If Executive’s employment with the Company is terminated on account of Executive’s disability as provided for in paragraph 5.3 above or on account of Executive’s death, then Executive (or Executive’s estate or personal representative, as applicable) shall only be entitled to receive, and Company shall pay to Executive (or Executive’s estate or personal representative, as applicable) the following amounts:

(a)

all unpaid Base Salary accrued incentive compensation, accrued vacation pay and all un