SEPARATION AGREEMENT AND GENERAL RELEASE

2.1

The Severance Payment that would have been paid to me upon a termination by the Company without Cause (and not in connection with a Change of Control) as described in Section 7.01 of the Executive Employment Agreement effective April 1, 2006 between the Company and me (“Employment Agreement”). Pursuant to Section 7.01 of the Employment Agreement, the Company shall pay the Severance Payment in equal installments over the non-competition period of one year specified in Section 9.01 of the Employment Agreement (as modified in Section 4.2 below) on regularly scheduled pay dates pursuant to the then current payroll practices of the Company starting July 3, 2008. The Severance Payment is a total of $285,000. The Severance Payment installment for the pay period ending July 3, 2008, will be a check but the Company will pay subsequent Severance Payment installments through the Company’s direct deposit facility unless I otherwise notify the Company that I wish to change this means of receiving payment. In the event that I die before the Company has paid the full Severance Payment amount to me, the Company agrees to continue Severance Payment installments to my estate until such Severance Payment amount has been paid in full.

2.2

The Severance Bonus that would have been paid to me upon a termination by the Company without Cause (and not in connection with a Change of Control) as described in Section 7.03 of the Employment Agreement, subject to all of the terms and limitations set forth in Section 7.03 of the Agreement, payable by check on July 3, 2008.

2.3

Payment of such portion of the premiums for COBRA coverage by the Company as the Company would have paid upon a termination by the Company without Cause (and not in connection with a Change of Control) as described in Section 7.04 of the Employment Agreement, plus payment of the Company’s share of premiums for life and dental insurance, subject to all of the terms and limitations set forth in Section 7.04 of the Agreement. The Company shall pay the Company’s share of premiums for life and dental insurance until such time as I may become eligible for comparable coverage under policies offered by another employer or until the date one year following the Resignation Date, whichever occurs first.

2.4

The Company agrees to maintain me on its payroll through June 30, 2008, using accrued but unused paid time off first, then unpaid leave as necessary. I will obtain the Associate Stock Purchase Plan (“ASPP”) benefit for the first “offering period” ended June 30, 2008, so that my contributions to the ASPP will be used to buy the Company’s stock pursuant to terms of the ASPP. Since I have contributed more money than necessary to purchase the 5,000 share per offering period maximum, I understand that I will receive a refund of approximately $670 from the ASPP as soon as administratively feasible because such funds were not applicable to purchase shares from the first offering period.

2.5

All such benefits and payments will remain subject to the provisions of Section 6.05, 7.05, 7.06, 7.07, 7.08, and Articles 8, 9 and 10 and of the Employment Agreement.

3.

My Release .

In exchange for the consideration provided to me in this Agreement, including the Company’s payment of severance benefits to me despite my resignation, and the Company’s willingness to allow me to resign, on my own behalf and on behalf of anyone claiming any rights through me, I fully and finally release, waive, and give up all My Claims (as defined below) against the Company and all Related Parties (as defined below).