CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT

NOW THEREFORE , in consideration for the mutual promises and undertakings of the parties as set forth below, Employee and the Company hereby enter into this Separation Agreement.

1.   Effective Date . This Separation Agreement is effective on the eighth (8 ^th ) day after Employee signs it, as evidenced by the date opposite Employee’s name on the signature page hereof, and without revocation by him.

2.   Separation Period and Termination Date .   Employee  will continue as an active full-time employee through December 31, 2008.  Beginning January 1, 2009, Employee will be relieved of his duties and Employee’s separation period will begin.  The separation period will be January 1, 2009 through June 30, 2009 (“ Separation Period ”), and the effective date of Employee’s termination will be June 30, 2009 (“ Termination Date ”).  If the event Employee chooses to terminate his employment prior to the completion of his Separation Period, the earlier termination date will be the Employee’s Termination Date. During the Separation Period, the Company at its option may require Employee to perform services on an as needed basis.

3.   Company’s Consideration .  As full, sufficient and complete consideration for Employee's promises and releases contained herein and conditioned upon Employee executing and not revoking the Second General Release Agreement attached hereto as Exhibit A, and following the Effective Date of this Separation Agreement, Company will provide the following, subject to all required taxes and deductions.

4.   Second General Release Agreement.   Employee acknowledges and agrees to deliver to the Company a fully executed Second General Release Agreement, in a form acceptable to the Company, which shall be substantially in the form attached hereto as Exhibit A, on or after the Termination Date.

5.   Expense Reimbursement.   Employee acknowledges that he has submitted all expenses.  The Company has or will reimburse all necessary and reasonable expenses in the normal course per its expense reimbursement policy.

6.   For Cause Termination .  Notwithstanding the foregoing, Employee acknowledges and agrees that in the event that the Company terminates Employee’s employment for Cause (as hereinafter defined) before the conclusion of the Separation Period, Employee will not be entitled to any consideration under the terms of this Separation Agreement attributable to the balance of the Separation Period.

7.   Equity Awards.

8.   General Release of Claims .

(a)   In further consideration for the payment and undertakings described above, to the fullest extent permitted by law, Employee, individually and on behalf of his attorneys, representatives, successors, and assigns, does hereby completely release and forever discharge the Company, its affiliated and subsidiary corporations, and its and their shareholders, officers and all other representatives, agents, directors, employees, successors and assigns, from all claims, rights, demands, actions, obligations, and causes of action of any and every kind, nature and character, known or unknown, which Employee may now have, or has ever had, against them including but not limited to claims arising from or in any way connected with the employment relationship between the parties, any actions during the relationship, or the termination thereof.  This release covers all statutory, common law, constitutional and other claims, including but not limited to, all claims for wrongful discharge in violation of public policy, breach of contract, express or implied, breach of covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, discrimination, any tort, personal injury, or violation of statute including but not limited to Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, which Employee may now have, or has ever had.  The parties agree that any past or future claims for money damages, loss of wages, earnings and benefits, both past

(b)   and future, medical expenses, attorneys’ fees and costs, reinstatement and other equitable relief, are all released by this Separation Agreement.

(c)   Employee and the Company do not intend to release claims that Employee may not release as a matter of law, including but not limited to claims for indemnity under California Labor Code section 2802.

(d)   To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

9.   Waiver of Unknown Claims . Employee has read or been advised of Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Employee understands that Section 1542 gives him the right not to release existing claims of which he is not now aware, unless he voluntarily chooses to waive this right.  Having been so apprised, he nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, and elects to assume all risks for claims that now exist in his favor, known or unknown.

10.   Non-Admission .  It is understood and agreed that this is a compromise settlement and that neither this Separation Agreement itself nor the furnishing of the consideration for this Separation Agreement shall be deemed or construed as an admission of liability or wrongdoing of any kind by the Company.

11.   Covenant Not to Sue .

(a)   To the fullest extent permitted by law, at no time subsequent to the execution of this Separation Agreement will Employee pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which he may now have, has ever had, or may in the future have against the Company and/or any officer, director, employee or agent of the Company, which is based in whole or in part on any matter covered by this Separation Agreement.

(b)   Nothing in this paragraph shall prohibit Employee from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable state agency. However, Employee understands and agrees that, by entering into this Separation Agreement, he is releasing

(c)   any and all individual claims for relief, and that any and all subsequent disputes between the Company and Employee shall be resolved in arbitration.

(d)   Nothing in this Separation Agreement shall prohibit or impair Employee or the Company from complying with all applicable laws, nor shall this Separation Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

12.   Waiver of Right to Reemployment . Employee agrees that he will not be entitled to any further employment with the Company.  He therefore waives any claim now or in the future to other employment or reemployment with the Company, or any of its related entities, and agrees that he will not apply for nor accept employment with the Company or any of its related entities in the future.

13.   Nondisparagement .  Employee agrees that he will refrain from making any adverse, derogatory or disparaging statements about the Company, its board of directors, officers, management, practices or procedures, or business operations to any person or entity.  Nothing in this paragraph shall prohibit Employee from providing truthful information in response to a subpoena or other legal process.

14.   Return of Company Property; Obligation to Protect Proprietary Information .  To the extent Employee has not already done so, he agrees to return to the Company all Company property, including but not limited to the files and documents, whether electronic or hardcopy, and whether in Employee’s possession or under his/her control. Employee also understands that whether he signs this Separation Agreement or not, he must maintain the confidentiality of Company trade secrets, confidential and/or proprietary information (“ Proprietary Information ”), and not make use of any Proprietary Information on behalf of anyone.

15.   Savings Clause . Should any of the provisions of this Separation Agreement be determined to be invalid by a court, arbitrator, or government agency of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein. Specifically, should a court, arbitrator, or agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims, and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

16.   Complete and Voluntary Separation Agreement . This Separation Agreement constitutes the entire understanding of the parties on the subjec