with the annual stockholders meeting in calendar year 2010 and to continue to nominate Executive for election as a Director during the Term.  Executive agrees that during the Term of this Agreement he will devote substantially all his working time, attention and energies to the diligent performance of his duties and responsibilities for the Company; provided that for a period of up to ten (10) years after the Effective Date (although Executive reasonably expects this period will not exceed five (5) years), Executive may spend one (1) day per calendar quarter and up to five (5) hours a month performing services in connection with an investment fund for which he currently performs services.  With the consent of the Board of Directors, Executive may serve as a director on the boards of directors or trustees of additional companies and organizations.

(b)                                  Unless earlier terminated as provided herein, Executive’s employment under this Agreement shall be for a rolling, two-year term (the “Term) commencing on October 15, 2009 (the “Effective Date”) and shall be deemed to extend automatically, without further action by either the Company or Executive, each day for an additional day, such that the remaining term of the Agreement shall continue to be two years; provided, however, that either party may, by written notice to the other, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be the two-year period following the date of such notice and this Agreement shall terminate upon the expiration of such Term; provided, further, that the Term of this Agreement shall cease on the date Executive attains age 65.

2.                                        Compensation and Benefits .  As compensation for his services during the Term of this Agreement, Executive shall be paid and receive the amounts and benefits set forth in subsections (a) through (f) below:

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(a)                                   An annual base salary (“Base Salary”) at a rate of Five Hundred Fifty Thousand Dollars ($550,000.00) per year, prorated for any partial year of employment.  Executive’s Base Salary shall be subject to annual review starting in 2011 for increase at such time as the Company conducts salary reviews for its executive officers generally.  Executive’s salary shall be payable in substantially equal installments on a bi-monthly basis, or in accordance with the Company’s regular payroll practices in effect from time to time for executive officers of the Company.

(b)                                  Executive shall be eligible to participate in the Executive Management Annual Incentive Program (“Incentive Program”) and such other annual incentive plans as may be established by the Company from time to time for its executive officers.  The Board or a committee of the Board will in consultation with the Executive establish performance goals for the Executive each year under the Incentive Program.  For the period from the Effective Date through December 31, 2009, the Compensation Committee of the Board (“Compensation Committee”) in its sole discretion may grant Executive a bonus based on his and/or the Company’s performance or such other factors deemed appropriate by the Compensation Committee in its sole discretion.  For fiscal year 2010, Executive shall be entitled to a Target Bonus of $500,000, provided that the Compensation Committee certifies that the applicable performance objectives established for such period have been met.  For fiscal year 2011 and thereafter, Executive’s annual Target Bonus shall be established in accordance with the determination of the Compensation Committee, which determination shall be made in a manner consistent with that for other executive officers of the Company.  The annual incentive bonus payable under this subsection (b) shall be

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payable as a lump sum at the same time bonuses are paid to other senior executives after certification by the Compensation Committee, that the applicable performance objectives have been met, unless Executive elects to defer all or a portion of such amount pursuant to any deferral plan established by the Company for such purpose.

(c)                                   Executive shall be entitled to participate in, or receive benefits under, any “employee benefit plan” (as defined in Section 3(3) of ERISA) or employee benefit arrangement made generally available by the Company to its executive officers, including plans providing 401(k) benefits, matching and Savings Plus benefits, deferred compensation, health care (including Exec-U-Care), dental and vision care, life insurance, disability, accidental death and similar benefits.

(d)                                  On the Effective Date, the Company will grant Executive 750,000 options (the “Options”) to purchase shares of the Company’s Common Stock under the Company’s 2006 Equity Incentive Plan.  The exercise price for the Options will be the closing sales price of the Company’s Common Stock on the New York Stock Exchange on the business day immediately preceding the Effective Date.  The Options will vest in equal installments of 250,000 shares each on the first, second and third anniversaries of the Effective Date.  To the extent unvested, the Options will automatically fully vest upon the occurrence of a Change in Control (as defined in Section 5.3 below).  The terms and conditions of the Stock Option Agreement granting the Options will be consistent with the agreements for other executive officers of the Company.

(e)                                   The Company will reimburse Executive for membership dues, initiation fees, and any assessments at a country club of Executive’s choice in the Portland area and will assist Executive in reducing any waiting period in regard to

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membership in such club to the extent it is able to do so.  Executive will be provided an automobile in accordance with the Company’s automobile policy for Executives, and the Company will pay all insurance, maintenance, fuel, oil and related operational expenses for such automobile.  Executive will be entitled to four (4) weeks vacation during calendar year 2010, which amount will be subject to increase during the Term in accordance with Company policy.  Executive will be provided an annual physical examination and a financial/tax consultant for personal financial and tax planning.  Executive will be promptly reimbursed by the Company for all reasonable business expenses he incurs in carrying out his duties and responsibilities under this Agreement.  If any of the perquisite amounts provided to Executive pursuant to this subsection (e) are subject to federal, state or local income taxes, Executive will be provided an appropriate tax gross-up on such amounts.

(f)                                     With respect to Executive’s relocation to the Portland, Oregon area, the Company will provide Executive (i) a furnished townhouse or apartment for three months or until Executive is permanently relocated, whichever first occurs, including reasonable and customary living expenses for such period, (ii) one month’s Base Salary to take care of incidental and miscellaneous moving expenses payable upon his relocation to Portland; (iii) reimbursement for the reasonable expenses for house hunting trips for Executive and his family, (iv) transportation expenses to move Executive and his family to Portland; (v) reimbursement for the costs of packing, shipping and unpacking Executive’s furniture and personal effects, including storage as appropriate; (vi) with respect to the purchase of a home in the Portland area, house finding assistance and upon the purchase of a home, reimbursement of Executive’s

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closing costs; (vii) with respect to the sale of Executive’s current home in Bronxville, New York, the Company will provide marketing assistance and, if necessary, a guaranteed buyout in accordance with the customary terms through the Company’s third-party relocation service provider; and (viii) an appropriate tax gross-up on any non-tax deductible relocation expenses.

3.                                        Confidentiality and Noncompetition .

(a)                                   Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information which could be used by Executive on behalf of a competitor of the Company to the Company’s substantial detriment.  Moreover, the parties recognize that Executive during the course of his employment with the Company will develop important relationships with customers and others having valuable business relationships with the Company.  In view of the foregoing, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company’s legitimate business interests and good will.  Executive acknowledges that at least two weeks prior to the Effective Date, he was notified in writing that his offer of employment was conditioned upon his agreement to the noncompetition restriction in subsection (d)(i) below.

(b)                                  Executive agrees that he shall protect the Company’s Confidential Information and shall not disclose to any Person, or otherwise use, except in connection with his duties performed in accordance with this Agreement or otherwise for the Company, any Confidential Information at any time, including following the termination of his employment with the Company for any reason; provided, however, that Executive

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may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company of such order or subpoena to provide the Company an opportunity to protect its interests.  Executive’s obligations under this Section 3(b) shall survive any expiration or termination of this Agreement for any reason, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the Board.

(c)                                   Upon the termination or expiration of his employment hereunder, Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company’s equipment and other materials in his possession or control.  Executive’s obligations under this Section 3(c) shall survive any expiration or termination of this Agreement.

(d)                                  Upon the termination or expiration of his employment under this Agreement, Executive agrees that for a period of one (1) year from his Date of  Termination or until the end of the period for which he is entitled to receive compensation under Section 4.1(a) below, whichever is longer, he shall not (i) be employed by or provide services to any company or business engaged in the design, manufacture, marketing or sale of any products similar to those produced or offered by the Company or its affiliates in the geographic areas of the world in which the Company conducts its principal manufacturing and sales operations, including China, Brazil,

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Germany and North America, provided that this noncompetition restriction shall in no event extend longer than two years from Executive’s Date of Termination, (ii) divert or attempt to divert any person, concern or entity which is furnished products or services by the Company from doing business with the Company or otherwise change its relationship with the Company, or (iii) solicit, lure or attempt to hire away any of the employees of the Company with whom the Executive interacted directly or indirectly, while employed with the Company.

(e)                                   Executive acknowledges that if he breaches or threatens to breach this Section 3, his actions may cause irreparable harm and damage to the Company that could not be compensated in damages.  Accordingly, if Executive breaches or threatens to breach this Section 3, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies available to the Company.  The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive’s agreement under this Section 3(e).

4.                                        Termination .

4.1                                  By Executive .  Executive shall have the right to terminate his employment hereunder at any time by Notice of Termination (as described in Section 6).  If Executive terminates his employment because (i) the Company has materially breached this Agreement, and such breach has not been cured within thirty (30) days after written notice of such breach is given by Executive to the Company; or (ii) Executive has determined that his termination is for Good Reason (as defined in Section 5.7), Executive shall be entitled to receive the compensation and benefits set

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forth in subsections (a) through (g) below.  If Executive terminates his employment other than pursuant to clauses (i) or (ii) of this Section 4.1, the Company’s obligations under this Agreement shall cease as of the date of such termination.  Unless specified otherwise, the time period (such time period is hereinafter referred to as the “Severance Period”) in (a) through (g) below shall be the lesser of (i) (A) if Executive terminates his employment within 24 months of the Effective Date, the 24-month period commencing on Executive’s Date of Termination or (B) if Executive terminates his employment more than 24 months after the Effective Date, the 36-month period commencing on Executive’s Date of Termination, or (ii) the time period remaining from the Executive’s Date of Termination until the date he attains age 65.  The Company agrees that if Executive terminates employment and is entitled to compensation and benefits under this Section 4.1, he shall not be required to mitigate damages by seeking other employment, nor shall any amount he earns reduce the amount payable by the Company hereunder.

(a)                                   Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for the Severance Period in the same manner as it was being paid as of the Date of Termination; provided , however , that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after his termination of employment; provided , further , that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 5.9) on the date Executive’s employment under this Agreement is terminated.

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(b)                                  Bonuses and Incentives - Executive shall receive bonus payments from the Company for each month of the Severance Period in an amount for each such month equal to one-twelfth of the average of the bonuses (“Average Bonus”) earned by him for the two fiscal years in which bonuses were paid to him (including, if applicable, any completed fiscal year for which the bonus has been earned but has not yet been paid) immediately preceding the year in which such termination occurs.  Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the Date of Termination shall be payable on the date such amounts are payable to other executives and Executive’s termination shall not affect the payment of such bonus.  Executive shall also receive a pro rated bonus for any uncompleted fiscal year at the Date of Termination, calculated based upon the Average Bonus and the number of days compared to 365 that he was employed during such fiscal year.  The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 60 days after termination of employment; provided , that the amount of such lump sum payment representing the monthly bonus payments shall be determined by taking the monthly bonus payments to be made and discounting them to their Present Value on the date Executive’s employment under this Agreement is terminated.

(c)                                   Health and Life Insurance Coverage - The health care coverage (including Exec-U-Care) and group term life insurance coverage provided to Executive at his Date of Termination shall be continued for the Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated.  Any additional

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coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts.  Any costs Executive was paying for such coverages at the Date of Termination shall be paid by Executive by separate check payable to the Company each month in advance.  If the terms of the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage, do not permit continued participation b