EMPLOYMENT CONTRACT

1.  

Employment .  UBI hereby employs Employee, and Employee accepts this employment and agrees to devote his/her full-time attention and energies to the performance of his/her employment duties.  UBI retains the right to terminate Employee's employment at will subject to the terms of this Contract.

2.  

Term of Contract .  The Initial Term of this Contract shall be from June 1, 2009 through March 31, 2010.  Beginning on April 1, 2010, this contract shall automatically renew for additional one year terms from April 1 through March 31 (“Renewal Term”) unless either party gives the other written notice of nonrenewal not later than 60 days before the expiration of the Initial Term or any Renewal Term; if such notice of nonrenewal is given this Contract will expire at the end of its then-current term.  If Employee's employment terminates before expiration of this Contract: (A) Employee will be entitled to the payments under paragraph 3 or 11, if applicable, notwithstanding such expiration and (B) Employee will remain subject to paragraphs 9, 12, 13 and 14 notwithstanding such expiration.  The confidentiality provisions in paragraph 12 shall survive termination of Employee's employment and expiration of this Contract, and will remain in effect permanently as provided in paragraph 12.

3.  

Payment Upon Termination in Certain Circumstances .  If UBI terminates Employee's employment other than for "Cause," as defined in paragraph 6, below, under circumstances constituting an involuntary separation from service, as those terms are defined under Section 409A of the Internal Revenue Code and related regulations (the "Code"), Employee will be entitled to the payments provided in this paragraph, subject to the conditions in this paragraph.  Provided, however, that if Employee is entitled to payments under paragraph 11, this paragraph will not apply.

a.  

Payments.

i.  

Employee shall continue to receive his/her regular salary (the salary in effect immediately prior to such termination) in accordance with UBI's regular payroll practices and subject to required payroll withholding, for 6 months after the date of Employee's separation from service.

ii.  

 Provided that Employee elects and remains eligible for COBRA continuation coverage, UBI will pay the COBRA continuation premiums to continue Employee's employee and dependent coverage under the Company's health insurance program for 6 months after the date of Employee's separation from service.

b.  

Conditions .  Employee's entitlement to the payments in subparagraph a. above is subject to the following conditions.

i.  

Employee must sign within a time period designated by UBI (which shall be at least 7 days and not more than 45 days after Employee's separation from service), and must not revoke or purport to revoke, a general release, in a form prepared by UBI, of any claims that the Employee might otherwise have against UBI, any entity owning, owned by, or under common ownership with UBI ("Affiliate"), and the officers, directors, employees and agents of UBI and each Affiliate, provided that such general release will not release Employee's right to any payments under this Contract, any vested benefits to which Employee is entitled under the terms of UBI's benefit programs with respect to Employee's service through the date of separation from service, any rights of Employee under the terms of any applicable UBI equity compensation programs with respect to outstanding stock options or restricted stock, or any rights of Employee to indemnification under the Articles of Incorporation of Bylaws of UBI or any Affiliate.

ii.  

Employee's entitlement to the payments under this paragraph is conditioned on Employee's compliance with Employee's obligations under paragraphs 9, 12, 13 and 14.

iii.  

The continuation of salary and COBRA premiums shall immediately cease if Employee secures employment before the end of the 6 month period following Employee's separation from service.

iv.  

The payments under this paragraph are subject to paragraph 16.

v.  

In no event shall the total salary amounts paid under paragraph 3.a.i. or 11.a.i. exceed twice the compensation limit under Code Section 401(a)(17) in effect at the time the payments are made.

4.  

Duties .  The duties, responsibilities and authority of Employee shall be as determined by UBI from time to time.

5.  

Compensation.   Employee's annual salary for the Initial Term shall be $______________, unless adjusted pursuant to the following provisions:

a.  

It is contemplated that Employee will be eligible for an annual bonus as a participant in both the Management Committee Incentive Compensation Plan and the Stakeholder Incentive Compensation Plan, subject to the terms of those plans.  Any annual bonus shall be paid not later than 2½ months following the end of the applicable fiscal year.

b.  

Employee shall receive the standard employee benefits of employees of UBI.

c.  

Changes may be made to the salary and fringe benefits herein set forth and such changes shall be set forth in Attachment A.  Changes to the salary and fringe benefits are effective only after Attachment A has been signed by the Chairman of the Board of UBI and by the Employee.  UBI retains the right to modify its benefit programs as applicable to all participating employees, and such changes will not require an Attachment A.

6.  

Termination for Cause .  UBI may terminate this Contract for "Cause," such termination to be immediate, without notice, at any time, and with compensation and benefits only to the date of the termination of Employee.  The term "Cause" shall include the following enumerated and substantially equivalent matters:

a.  

the death of Employee;

b.  

the disability of Employee rendering him/her unable to perform the services required under the Contract for a period of 180 days;

c.  

known substance abuse by Employee;

d.  

felony conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee;

e.  

misdemeanor conviction or plea (including a plea of guilty, nolo contendere or similar plea) of Employee, if the misdemeanor involves moral turpitude;

f.  

Employee's repeated unprofessional, irresponsible or disruptive language or conduct in the performance of his duties;

g.  

Employee's dishonesty, breach of professional or corporate ethics, or criticism by a regulatory agency involving a serious violation of law or regulations;

h.  

Employee's substantial breach of any significant term of this Contract, including, but not limited to, continued unsatisfactory job performance (other than as provided in paragraph 8), or repeated uncooperative conduct.

7.  

Suspension.   UBI may suspend the employment of Employee resulting in the cessation of the performance of duties and the cessation of all compensation and benefits, in accordance with the following provisions:

a.  

If criminal charges as described in subparagraph 6.d. or e. are made against Employee, then UBI, acting in its discretion, may suspend Employee for any period of time, provided that the suspension shall end if such charges do not result in a conviction of a plea (of guilty or nolo contendere, etc.) of either the original charge(s) or any lesser charge(s).

b.  

 If a regulatory agency criticizes Employee for regulatory violations as set forth in paragraph 6.g. above, UBI shall have the discretion to suspend Employee for any period of time, provided that if the alleged violations are resolved in the Employee's favor, the suspension shall end.

8.  

Failure to Meet Goals and Objectives .  In the event of Employee's repeated failure to meet goals and objectives which are established by the Board of Directors of UBI from time to time, Employee's employment may be terminated immediately, without notice, at any time, provided that upon such termination Employee shall receive the payments provided in paragraph 3 (or paragraph 11 if applicable) subject to the conditions in such paragraph.

9.  

Employee Responsibilities Following Termination .  Termination of this Contract shall not relieve Employee of his/her responsibilities to complete any records, cooperate with UBI on any litigation, audits, regulatory reviews, claims or investigations, and otherwise to fulfill all responsibilities under this Contract which should have been rendered prior to its termination.

10.  

Change in Control .  For purposes of this Contract, a Change in Control of UBI shall mean:

a.  

the acquisition by any individual, entity, or group (a "Person"), including any "person" within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of UBI (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding securities of UBI entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition by UBI or a UBI subsidiary, (B) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by UBI or a UBI subsidiary or any Person controlled by UBI or a UBI subsidiary, (C) any acquisition by any corporation pursuant to a reorganization, merger, or consolidation involving UBI or a UBI subsidiary, if, immediately after such reorganization, merger, or consolidation, each of the conditions described in clauses (i), (ii), and (iii) of subsection c. shall be satisfied, or (D) any acquisition by the Employee or any group of persons including the Employee;

b.  

individuals who, as of the date hereof, constitute the Board of Directors of UBI (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of UBI subsequent to the date hereof whose election, or nomination for election by the shareholders of UBI, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of UBI in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a director of UBI as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board, shall be deemed to have been a member of the Incumbent Board;

c.  

approval by the shareholders of UBI of a reorganization, merger, or consolidation unless, in any such case, immediately after such reorganization, merger, or consolidation, (i) more than 50% of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, or consolidation and more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the ele