SEPARATION AGREEMENT AND GENERAL RELEASE

a.

Executive hereby resigns his employment and any and all positions he holds with the Company and each of its subsidiaries and affiliates, including but not limited to his positions as Chairman, Chief Executive Officer of the Company, and a director of the Company, in each case effective as of the Separation Date (as defined below). Effective on the Separation Date, the Executive shall have no further duties or responsibilities to be performed for the Company or any of its subsidiaries or affiliates, other than as specified herein, and shall have no authority to act or endeavor to act on behalf of the Company or any of its subsidiaries or affiliates for any reason whatsoever. For purposes of this Separation Agreement, Executive’s “ Separation Date ” shall be January 1, 2009.

b.

All shares of restricted stock, stock options or other equity awards held by Executive shall accelerate, immediately vest and be fully exercisable without restriction on and as of the Separation Date.

d.

Executive shall continue as the chief executive officer of the Company from the Effective Date until the Separation Date (the “ Transition Period ”); provided that during the Transition Period, Executive’s responsibilities shall be to assist in the transition of his duties and responsibilities to the successor Chief Executive Officer designated by the Board of Directors and, to the extent requested by the Board of Directors, assist the Board of Directors in selecting and training a successor Chairman.

a.

On the first payroll payment date applicable to the executive officers of the Company after the Separation Date, the Company shall pay, in accordance with the Company’s normal payroll practices on January 1, 2009 and less all applicable withholding taxes, Executive’s annual base salary that is earned but unpaid through and as of the Separation Date.

c.

Within five (5) business days after the Separation Date, the Company shall make a one-time lump sum payment in an amount equal to the greater of (i) the bonus amount that would otherwise be paid to Executive for the Company’s 2008 fiscal year, or (ii) forty-five percent (45%) of the Base Salary, less, in each case all applicable withholding taxes, to the Executive.

e.

For the period from the Separation Date until the earlier of June 30, 2010, or the date on which the Executive is eligible to receive similar coverage under another employer’s group health insurance plan, the Company shall reimburse Executive for the premiums to continue coverage for Executive

and his dependents under the existing group health insurance plan maintained by the Company for the benefit of its officers and employees, provided Executive timely provides the requisite election notice required under the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”). The Executive shall promptly notify the Company when the Executive becomes eligible to receive similar coverage under another employer’s group health insurance plan. To the extent any portion of the COBRA payments made by the Company on behalf of the Executive pursuant to this Section 2(e) are deemed to be compensation, the Company will gross up such payments in an amount sufficient to cover any applicable withholding taxes on such payments.

g.

The Executive understands and agrees that all payments payable to the Executive under Sections 2(a), 2(b), 2(c) and 2(d) will be treated by the Company as compensation expense.

i.

Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to make the payments provided under and pursuant to this Section 2 if any of events described in clauses (ii) and (iii) of Section 7(a) of the Employment Agreement occur on or prior to the Separation Date.

a.

Executive hereby unconditionally releases and forever discharges the Company and all of its affiliated entities and subsidiaries (collectively the “ Released Parties ”) from any and all liability of every kind and nature whatsoever arising out of or connected in any way with Executive’s employment, or termination of employment, by the Company and any of its affiliates or subsidiaries, or any other matter relating to the Company or any of its affiliates or subsidiaries, or the business or assets of any of them, both as to matters now known and those discovered hereafter, including, without limitation, any and all claims for monetary relief, injunctive relief, attorney fees, costs, back pay or unpaid wages, fringe benefits, employment or reinstatement that could have been raised under common

law, wrongful discharge, breach of any contractual rights, both express or implied, breach of any covenant of good faith and fair dealing, both express or implied, any tort, any claim of invasion of privacy, any legal restrictions on the Released Parties’ rights to terminate employees, and any federal, state, or other governmental statute, regulation, ordinance, or directive, specifically including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, Age Discrimination in Employment Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and state securities laws, except to the extent that the Released Party has committed fraud or a crime against Executive. The foregoing also includes any and all claims Executive could have brought or could bring as a partner, member, director, officer or employee of any of the Released Parties and any and all claims Executive may have, in his capacity as a shareholder, with respect to events occurring prior to the Separation Date. Executive covenants not to sue the Released Parties with respect to any of the released claims or potential claims described above except to the extent that the Executive determines in good faith that a Released Party has committed fraud or a crime against Executive; provided, that the Executive will reimburse the Released Parties for all reasonable attorneys fees and other defense costs if the Executive brings suit against the Released Parties alleging fraudulent or criminal conduct and the Released Parties are successful against the Executive on the merits in defending the action as determined by a final non-appealable order. Notwithstanding anything herein to the contrary, this Separation Agreement shall not impact or release any rights that Executive may have, under the certificate of incorporation or bylaws of the Company, applicable insurance policies of the Company and/or under applicable law, to indemnification with respect to liabilities, costs, losses and claims arising from or related to Executive’s service as an officer, director or employee of the Company, any parent, subsidiary or affiliate of the Company, or any of the Released Parties and, except as otherwise required by applicable law, no amendment by the Company of its certificate of incorporation or bylaws shall limit or reduce the indemnification provided to the Executive as of the date hereof.