SEPARATION AGREEMENT

the chief financial officer contemplated by Rule 13a-14(A) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) to be filed as exhibits to such Form 10-Q, such letter to be in form and substance reasonably acceptable to the Company;

(e)    participate in the conference call with respect to the Company’s 2009 first quarter earnings; and

(f)     be reasonably available during normal business hours to work on special projects as assigned by the Chief Executive Officer or the Board of Directors of the Company.

Subject to Executive’s duties set forth herein, Executive will not be required to maintain regular office hours from April 1, 2009 to the Separation Date.  Executive’s employment with the Company shall terminate as of the close of business on the Separation Date (at which time he shall be deemed to have resigned from all officer and director positions of the Company and its subsidiaries) and all existing and prior employment agreements between the Parties, whether oral or written, including the Employment Agreement, shall automatically terminate and be of no further force or effect as of the Separation Date, except that Sections 10.1 through 10.10 and Section 12 shall survive such termination and continue in full force and effect in accordance with their respective terms.

2.              Consideration to Executive .  Except for any payments or benefits Executive has accrued or vested in pursuant to Executive’s participation in the Company’s 401(k) Plan or the Employee Stock Purchase Plan, which shall be subject to the terms and conditions set forth in such plans, Executive acknowledges and agrees that the payments described in this Section 2 fulfill any and all of the Company’s obligations due to Executive under any agreement or bonus, incentive compensation, severance or separation plan or allowance or any other compensation or benefit plan or arrangement maintained by the Company or any of its subsidiaries (including the Employment Agreement), and Executive specifically acknowledges and agrees that Executive is entitled to no other compensation or benefits from the Company or any of its subsidiaries of any kind or nature whatsoever, except to the extent expressly provided in this Agreement.

In consideration of the covenants undertaken herein by Executive, and for other good and valuable consideration, receipt of which is hereby acknowledged, and in full and complete consideration for Executive’s promises, covenants and agreements set forth in this Agreement, the Company shall provide the following to Executive:

(a)    any accrued but unpaid base salary of Executive for services rendered to the Separation Date, payable in accordance with the Company’s regular payroll policies (and subject to applicable withholdings);

(b)    an amount in respect of accrued and unpaid vacation as of the Separation Date, payable within 30 days of the Separation Date (and subject to applicable withholdings);

(c)    reimbursement in accordance with the Company’s policies of any unpaid reasonable business expenses and disbursements incurred by Executive prior to the Separation Date; provided , however , that Executive must submit vouchers for any such

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expenses in accordance with the Company’s standard procedures on or prior to the Separation Date;

(d)    US$438,960, representing a pro-rated bonus for 2009 at “maximum opportunity,” payable within 30 days of the Separation Date (and subject to applicable withholdings);

(e)    US$350,000 representing a special separation payment, payable on December 29, 2009;

(f)     US$3,128,982.33, which represents the total value of Executive’s benefit under the Company’s Frozen Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2009) (the “ SERP ”), calculated by increasing Executive’s Total Frozen Benefit (as defined in the SERP) of US$2,675,513 by interest at an annual rate of 4% credited and compounded annually from December 31, 2005 to (but not including) the payment date, payable on December 29, 2009 (subject to applicable withholdings);

(g)    except for the performance-conditioned restricted stock units awarded to Executive in February 2009 (the vesting of which shall be conditioned on the Compensation Committee’s determination in 2010 that the applicable performance condition has been satisfied, or otherwise such award shall be cancelled) or to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive, all unvested stock options, restricted stock units, restricted stock and other equity-based awards held by Executive immediately prior to the Separation Date (including the special grant of restricted stock units awarded to Executive in February 2007) will become fully vested and non-forfeitable as of the Separation Date, and, in all other respects, all such options and other awards shall be governed by the plans and programs and the agreements and other documents pursuant to which the awards were granted (it being understood that such options shall be exercisable for 90 days following the Separation Date or until their earlier expiration in accordance with their terms);

(h)    if Executive elects to continue COBRA coverage under the Company’s group health plan in accordance with COBRA, 65% of the monthly premiums for such coverage for a period of nine (9) months (based on Executive’s current coverage elections), such amount to be paid by the Company directly to the provider and provided Executive pays the remaining 35% of such premiums during such period (thereafter, Executive will be responsible for paying the entire COBRA premium).

For the avoidance of doubt, in the event of Executive’s death prior to the time when all payments under this Section 2 have been made, Executive’s estate shall receive such payments not already paid to Executive in accordance with this Section 2.

The Company makes no representations or warranties regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and applicable administrative guidance and regulations.  Section 409A of the Code governs plans and arrangements that provide “nonqualified deferred compensation” (as

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defined under the Code) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements.  To the extent any payments of money or other benefits due to Executive under this Agreement could cause the application of an acceleration or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax.  To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).  Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code.

3.              General Release of Claims .

(a)    In consideration for the benefits specified in Section 2 hereof, certain of which Executive hereby acknowledges are not otherwise owed to Executive, Executive hereby understands and agrees that Executive is knowingly and voluntarily releasing, waiving and forever discharging, to the fullest extent permitted by law, on Executive’s own behalf and on behalf of Executive’s agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through Executive (collectively referred to as the “ Releasors ”):

(i)      the Company, its affiliates, subsidiaries, predecessors, successors or assigns, and any of its or their past or present stockholders, members or other equity holders, and any of its or their respective past or present directors, executives, officers, insurers, attorneys, employees, consultants, agents, employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “ Released Parties ”),

(ii)     of and from any and all claims under local, state or federal law or equity, whether known or unknown, asserted and unasserted, that Executive and/or the other Releasors have or may have against Released Parties as of the Effective Date (as defined below), including but not limited to all matters relating to or in any way arising out of any aspect of Executive’s employment with the Company, separation from employment with the Company, or Executive’s treatment by the Company while in the Company’s employ, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (including consequential, punitive or exemplary damages), liabilities or the like of whatever nature (including, without limitation, attorneys’ fees and costs) (collectively “ Claims ”), including but not limited to all Claims for:

(A)           salary and other compensation or benefits, including, but not limited to, overtime if applicable, incentive compensation and other bonuses, severance pay, vacation pay or any benefits under the Employee Retirement Income Security Act of 1974, as amended or any other applicable local, state or federal law;

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(B)            discrimination, harassment or retaliation based upon race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, citizenship status, pregnancy or any pregnancy related disability, family status, leave of absence (including but not limited to the Family Medical Leave Act or any other federal, state or local leave laws), handicap (including but not limited to The Rehabilitation Act of 1973), medical condition or disability, or any other characteristic covered by law under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, as amended, Sections 1981 through 1988 of the Civil Rights Act of 1866, and any other federal, state, or local law prohibiting discrimination in employment, the Worker Adjustment and Retraining Notification Act, or any other federal, state or local law concerning plant shutdowns, mass layoffs, reductions in force or other business restructuring;

(C)            discrimination, harassment or retaliation based upon age under the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990 (the “ADEA”), or under any other federal, state, or local law prohibiting age discrimination;

(D)           matters arising under the Sarbanes-Oxley Act of 2002 and any other federal, state or local whistleblower laws;

(E)            breach of implied or express contract (whether written or oral), breach of promise, misrepresentation, fraud, estoppel, waiver or breach of any covenant of good faith and fair dealing, including without limitation breach of any express or implied covenants of any employment agreement that may be applicable to Executive;

(F)            defamation, negligence, infliction of emotional distress, violation of public policy, wrongful or constructive discharge, or any employment-related tort recognized under any applicable local, state, or federal law;

(G)            any violation of any Fair Employment Practices Act, Equal Rights Act; Civil Rights Act; Minimum Fair Wages Act; or Payment of Wages Act; or any comparable federal, state or local law;

(H)           any violation of the New York State Human Rights Law, New York Labor Act, New York Equal Pay Act, New York City Human Rights Law, New York Civil Rights Law, New York Rights of Persons with Disabilities Law, New York Sexual Orientation Non-Discrimination Act, New York Equal Rights Law, the New York State Workers’ Compensation and Disability Benefit Laws (including the retaliation provisions thereof), and New York City Administrative Code and Charter, or any comparable federal, state or local law;

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(I)             costs, fees, or other expenses, including attorneys’ fees; and

(J)             any other claim, charge, complaint, lien, demand, cause of action, obligation, damages, liabilities or the like of any kind whatsoever, including, without limitation, any claim that this Agreement was induced or resulted from any fraud or misrepresentation by Company.

Excluded from the release set forth in this Section 3(a) are: (i) any Claims or rights to enforce this Agreement against the Company; (ii) any Claims that may arise after the Effective Date; and (iii) any Claims that Executive cannot lawfully release.  Notwithstanding anything to the contrary contained herein, also excluded from the release set forth in this Section 3(a) is Executive’s right to file a charge with an administrative agency (including the Equal Employment Opportunity Commission and the National Labor Relations Board) or participate in any agency investigation.  Executive is, however, hereby waiving Executive’s right to recover money or other damages in connection with any such charge or investigation.  Executive is also hereby waiving Executive’s right to recover money in connection with a charge filed by any other individual or by the Equal Employment O