EMPLOYMENT SEPARATION AGREEMENT

1.

Employment .

In connection with the Executive’s continued employment, the Company shall employ the Executive as Senior Vice President – Sales Services of the Company, which employment shall terminate upon notice by either party, for any reason.   Executive understands and agrees that Executive’s employment with the Company is at will and can be terminated at any time by either party, and for any or no reason.

2.

Compensation and Benefits Payable Upon Involuntary Termination without Cause or Resignation for Good Reason .

a.

Triggering Event .  In further consideration for Executive’s continued employment, Executive will receive the compensation and benefits set forth in Section 2(b) if the following requirements are met:

i.

Executive’s employment is terminated involuntarily by the Company at any time for reasons other than death, total disability or Cause, or Executive resigns from employment for Good Reason; and

ii.

As of the 30th day following his or her termination date, Executive has executed the Agreement and General Release in substantially the form attached to this Agreement or in such form as may be provided by the Company (the “Release”), any applicable revocation period has expired and Executive has not revoked the Release.

b.

Compensation and Benefits .  The Company will provide the following compensation and benefits to Executive:

i.

The Company will pay Executive a lump sum payment equal to the product of twelve (12) times Executive’s Base Monthly Salary (excluding incentives, bonuses, and other compensation), plus the average of the cash incentive compensation paid to Executive during the three (3) calendar   years immediately preceding the termination date (or, if the Executive was not employed by the Company during the three (3) immediately preceding calendar years, the average of or actual cash incentive compensation paid to Executive during the two (2) preceding calendar years or one (1) preceding calendar   year, as applicable)..  Subject to Section 2(c) below, such payment shall be made within forty-five (45) days after Executive’s termination date.

of the COBRA premium eligible for reimbursement during one year shall not affect the amount of COBRA premium eligible for reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

c.

Delay of Payment to Comply with Code Section 409A .  Notwithstanding anything herein to the contrary, if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” within the meaning of Code Section 409A and the regulations promulgated thereunder, then the Company shall delay the commencement of such payments (without any reduction) by a period of six (6) months after Executive’s termination of employment and any payments so deferred shall earn interest calculated at the prime rate of interest reported by The Wall Street Journal as of the date of termination.  Any payments that would have been paid during such six (6) month period but for the provisions of the preceding sentence (including interest thereon as provided in the foregoing provisions of this Section 2(c)) shall be paid in a lump sum to Executive six (6) months and one (1) day after Executive’s termination of employment.  The 6-month payment delay requirement of this Section 2(c) shall apply only to the extent that the payments under this Section 2 are subject to Code Section 409A.  With respect to payments or benefits under this Agreement that are subject to Code Section 409A, whether Executive has had a termination of employment shall be determined in accordance with Code Section 409A and applicable guidance issued thereunder.

a.

Except as may be provided under this Agreement, any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements of the Company shall be determined and paid in accordance with the terms of such plans, policies and arrangements, and Executive shall have no right to receive any other compensation or benefits, or to participate in any other plan or arrangement, following the termination of Executive’s employment by either party for any reason.

b.

Notwithstanding any provision contained herein to the contrary, in the event of any termination of employment, the Company shall pay Executive his or her earned, but unpaid, base salary within 10 days of Executive’s termination date and shall reimburse Executive for any accrued, but unpaid, reasonable business expenses, in each case, earned or accrued as of the date of termination.  Executive shall submit documentation of any business expenses within 90 days of his or her termination date and any reimbursements of such expenses that are taxable to the Executive shall be made on or before the last day of the year following the year in which the expense was incurred, the amount of the expense eligible for reimbursement during one year shall not affect the amount of reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

4.

Withholding .  All amounts otherwise payable under this Agreement shall be subject to customary withholding and other employment taxes, and shall be subject to such other withholding as may be required in accordance with the terms of this Agreement or applicable law.

5.

Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement .  In the event Executive’s employment with the Company is terminated by either party for any reason, Executive shall continue to be bound by the Company’s Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement for the periods set forth therein (a copy of which is attached to this Agreement).

a.

Cause shall mean: (i) the failure