the Executive terminates his employment for any reason other than death, Disability, Constructive Termination (as that term is defined in the Employment Agreement).  On and after the date on which Deferred Compensation payments commence hereunder, the Company may terminate its obligations under this Agreement only for Cause or if the Company subsequently determines within eighteen (18) months of the Executive’s termination that circumstances which would give rise to a for Cause termination of the Executive otherwise existed at the time of the Executive’s earlier termination.

(c)                                   In the event that the Executive dies prior to having received any or all of the aggregate amount of the Deferred Compensation payable under this Section 1 (including if the Executive’s death occurs before August 1, 2014), the Company shall pay to his Beneficiary within sixty (60) days of the Executive’s date of death a single lump sum payment in an amount equal to the present value of the remaining payments that would have been paid to the Executive had he not died. Such single lump sum payment shall be calculated by applying a discount rate equal to the then applicable 10-year Treasury Note interest rate.

(d)                                  If there is a Change in Control of the Company or if the Executive is determined to have become Disabled prior to the Executive having received any or all of the aggregate amount of the Deferred Compensation payable under this Section 1 (including if the Change in Control or determination that the Executive has become Disabled occurs before August 1, 2014), the Company shall pay to the Executive within sixty (60) days of the effective date of the Change in Control or the determination that the Executive has become Disabled, a single lump sum payment in an amount equal to the present value of the remaining payments that would have been paid to the Executive had the Change in Control not occurred or had the Executive not become Disabled. Such single lump sum payment shall be calculated by applying a discount rate equal to the then applicable 10-year Treasury Note interest rate.

(e)                                   In the event of an “Unforeseeable Emergency” as that term is defined in Section 409A of the Code, the Company shall pay to the Executive within fifteen (15) days of the occurrence of the Unforeseeable Emergency the maximum amount allowable pursuant to Section 409A(a)(2)(B)(ii) in a lump sum promptly following the occurrence of such “Unforeseeable Emergency.”

2.                                        Definitions . For purposes of this Agreement, the following definitions apply:

(a)                                   “Affiliates” means all Persons directly or indirectly controlling, controlled by or under common control with the Company, where control shall be determined by a majority of voting power only.

(b)                                  “Beneficiary” means the Person or Persons designated by the Executive in writing to receive the payment of Deferred Compensation in the event of the Executive’s death. The form of Beneficiary designation is attached to this Agreement as Exhibit B. Any Beneficiary designation shall be effective only upon actual receipt by the Company of such form. If no specific Beneficiary has been designated, the Beneficiary shall be the Executive’s estate.

(c)                                   “Cause” means Executive (a) commits any material breach of any of his obligations under this Agreement, which breach is not cured within thirty (30) days of the

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Executive’s receipt of written notice from the Company, (b) breaches the obligations set forth on Exhibit “A” attached hereto or in any noncompetition,nonsolicitation or confidentiality provision included in the Employment Agreement, (c) engages in gross negligence or willful misconduct in the performance of his duties on behalf of the Company, (d) is convicted or pleads no contest to a crime involving fraud, dishonesty or moral turpitude or any felony, or (e) commits an act of embezzlement or willful breach of a fiduciary duty to the Company or any of its Affiliates.

(d)                                  “Change in Control”.  For purposes of this Agreement, a “Change in Control” shall occur on the date that any one person, entity or group (other than Alfred Slifka, Richard Slifka or Eric Slifka, or their respective family members or entities they control, individually or in the aggregate, directly or indirectly (collectively referred to hereinafter as the “Slifkas”)) acquires ownership of the membership interests of the Company that, together with the membership interests of the Company already held by such person, entity or group, constitutes more than 50% of the total voting power of the membership interests of the Company; provided, however, if any one person, entity or group is considered to own more than 50% of the total voting power of the membership interests of the Company, the acquisition of additional membership interests by the same person, entity or group shall not be deemed to be a Change in Control.  The definition of “Change in Control” shall be interpreted, to the extent applicable, to comply with Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986 (the “ Code ”), and the provisions of Treasury Regulation Section 1.409A and any successor statute, regulation and guidance thereto; provided, however, an interpretation in compliance with Section 409A of the Code shall not expand the definition of Change in Control in any way or cause an acquisition by the Slifkas to result in a Change in Control

(e)                                   “Code” means the Internal Revenue Code of 1986, as amended, and its related interpretive guidance, regulations and rulings.

(f)                                     “Disabled” means that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or the Executive is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(g)                                  “Employment Agreement” means that certain Employment Agreement entered into by and between the Company and Executive effective as of July 1, 2006, as amended, or any successor employment agreement entered into by the Company and the Executive.

(h)                                  “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company.

3.                                        Confidential Information and Restricted Activities . The Executive will be subject to the terms and conditions relating to confidential information, non-solicitation and non-competition set forth in Exhibit A, which is incorporated into this Agreement by reference.

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4.                                        Amendment and Termination .  This Agreement may be amended or terminated only with the mutual written consent of the Company and the Executive.  In the event of any amendments involving further deferrals of the Deferred Compensation, each installment payment called for under Section 1 above shall be treated, to the extent permissible under the Code, as a separate payment for purposes of Section 409A of the Code.

5.                                        Section 409A; No Guarantee of any Tax Consequences .  The parties hereto intend that this Agreement comply with the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“ Section 409A ”) and this Agreement shall be interpreted to comply with Section 409A.  If any provision provided herein results in the imposition of an additional tax under the provisions of Section 409A, the Executive and the Company agree that any such provision will be reformed to avoid imposition of any such additional tax in the manner that the Executive and the Company mutually agree is appropriate to comply with Section 409A. Notwithstanding the foregoing, the Company makes no guarantee of any tax consequences under any section of the Code or state tax laws, including, without limitation, Section 409A of the Code.

6.                                        Delay in Payments .  Notwithstanding any other provision with respect to the timing of payments hereunder, if, at the time of the Executive’s termination, the Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code, and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Exec