SEPARATION AND RELEASE AGREEMENT

A.   Fabris has been employed with the Company since July 1, 1988.  Fabris and the Company are parties to that certain letter agreement dated November 18, 1997 (the "Letter").   The Company and Fabris have agreed that Fabris' employment with the Company will terminate effective October 31, 2009.

B.   In recognition of Fabris’ loyal service to the Company and in consideration of Fabris’ release and waiver of any and all claims he may have against the Company Released Parties (as defined in Section 4 below) and his compliance with the other covenants of this Agreement, the Company is willing to provide certain special severance benefits to Fabris in accordance with the terms of this Agreement.  In exchange for certain special severance benefits as described in this Agreement, Fabris is willing to waive, and to release the Company Released Parties from, any and all rights or claims that he may have, and to abide by the covenants and provisions contained in this Agreement.

C.   Fabris is a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (“Code”), such that any deferred compensation, within the meaning of Code section 409A, that is payable to Fabris on account of his separation from service with the Company is subject to the six-month delay requirement of Code Section 409A(a)(2)(B).  Accordingly, the parties have designed the terms of the special severance benefits payable under Section 2 of this Agreement such that any amounts payable under that Section during the 6-month period after Fabris’ separation from service fall within the exemption from Code Section 409A under Treasury Regulation §1.409A-1(b)(9) for a separation pay plan providing benefits in the event of an involuntary separation and not in excess of specified dollar and time limits.  As such, the amounts payable under Section 2 during the 6-month period following Fabris’ separation from service were designed not to exceed, and shall not exceed, the dollar limits specified in Treasury Regulation §1.409A-1(b)(9).  Any payments under this Agreement that are not so exempt from Code Section 409A are, under the terms of this Agreement, payable on a date that is more than 6 months after Fabris’ separation from service date.

1.   Separation of Employment.   The Company and Fabris agree that Fabris’ employment with the Company will terminate effective October 31, 2009 (the "Separation Date").  Fabris hereby resigns, effective as of the Separation Date, from his positions of President/Chief Operating Officer of the Company and from any and all other positions he may hold with Company or any of its subsidiaries or other affiliates.  The Company will pay Fabris his earned but unpaid salary through the Separation Date and any accrued but unused vacation as of the Separation Date (such earned salary and accrued but unused vacation being collectively referred to as the “Final Wages”).  The Company and Fabris acknowledge that his accrued but unused vacation as of September 24, 2009, totals twenty-five (25) days.  The Company will pay Fabris the Final Wages on or before the Company’s first customary payroll date after the Separation Date.  Fabris acknowledges that, except for the Final Wages, the Company has paid Fabris all salary, wages and other compensation to which Fabris is entitled in connection with Fabris’s employment with the Company and that, except as provided in this Agreement, Fabris is not entitled to any additional compensation, including, without limitation, salary, wages, vacation or bonuses, from the Company.  Fabris will be entitled to continue to participate in the Company’s employee benefit plans through the Separation Date.  The Company’s obligation to pay Fabris the Final Wages is not contingent on Fabris’s execution of this Agreement, and the Company will pay Fabris the Final Wages regardless of whether Fabris enters into this Agreement.

2.   Special Severance Benefits.   Contingent on this Agreement becoming effective, the Company agrees to provide Fabris with the following severance benefits, which Fabris would not otherwise be entitled to receive:

a.   Severance Compensation .   The Company will pay Fabris severance compensation in the total gross sum of Four Hundred Fifty-Two Thousand Two Hundred Fifty Dollars ($452,250.00) (the "Severance Compensation"), which sum is equal to eighteen (18) months of Fabris' current salary, provided Fabris complies with his non-disclosure and restrictive covenant obligations set forth in Sections 6 and 7 of this Agreement.  The Company will pay such Severance Compensation in thirty-nine (39) bi-weekly installments of Eleven Thousand Five Hundred Ninety-Six and 15/100 Dollars ($11,596.15) each, less all applicable payroll tax withholdings, on the Company's customary payroll dates during the 18-month period following the Separation Date, with the first such bi-weekly installment commencing on the Company’s first customary payroll date after the Separation Date.  If Fabris materially breaches any non-disclosure or restrictive covenant provisions set forth in Sections 6 or 7 of this Agreement, then in such event Fabris will have forfeited his right to receive, and the Company will have no obligation to pay, any unpaid portion of the Severance Compensation.  The Company and Fabris acknowledge and agree that such forfeiture is in addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be available to the Company in connection with Fabris’s material breach of any non-disclosure or restrictive covenant provision set forth in Sections 6 or 7 of this Agreement.

b.   Special Payment .  The Company will pay Fabris a special one-time payment of Fifty-Two Thousand Two Hundred Sixty Dollars ($52,260.00), less all applicable payroll tax withholdings (the "Special Payment").  The Company will make this Special Payment to Fabris on or before November 13, 2009.

c.   Conditional Additional Severance Compensation .   If Fabris does not obtain Other Employment/Work at any time during the eighteen (18) months after the Separation Date, the Company will pay additional severance compensation to Fabris in the form of bi-weekly severance payments in the amount of Twelve Thousand Three Hundred Thirty-Four and 61/100 Dollars ($12,334.61) each, less all applicable payroll withholdings, for a period commencing on May 1, 2011 and ending on the earlier of (i) the date Fabris begins Other Employment/Work or (ii) October 31, 2011 (the "Conditional Additional Severance Compensation").  In no event will the Conditional Additional Severance Compensation exceed the gross sum of One Hundred Sixty Thousand Three Hundred Forty-Nine and 93/100 Dollars ($160,349.93).  For purposes of this Agreement, "Other Employment/Work" means when Fabris (A) becomes employed with another employer in any capacity in which he is expected to work more than thirty-five (35) hours per week on a regular basis or (B) is engaged as a consultant or independent contractor and is expected to work more than thirty-five (35) hours per week in connection with such engagement.  If Employee obtains Other Employment/Work at any time before October 31, 2011, Employee shall immediately notify the Company of such Other Employment/Work and the date such Other Employment/Work commenced or is to commence.  Fabris agrees to actively pursue obtaining Other Employment/Work at all times during the period he is receiving any severance payments under this Agreement.

3.   Termination of Employee Benefits.   Fabris’ eligibility to participate in the Company’s employee benefits plans, including but not limited to participation in the Company’s group health insurance plan and other welfare or retirement plans, will terminate as of the Separation Date.  Except as expressly provided in this Agreement, Fabris’ eligibility to participate in and/or his receipt of any employee perquisites will terminate as of the Separation Date.  Effective immediately after the Separation Date, Fabris will become eligible to continue health insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, at Fabris’ expense.  The Company will provide Fabris with the applicable COBRA information in a separate writing.

4.   General Release of Claims.   To the fullest extent permitted by applicable laws, Fabris hereby generally, irrevocably and unconditionally releases and forever discharges and covenants not to sue the Company and all of its parents, subsidiaries and affiliates and all of its and their current and/or former employees, officers, directors, shareholders, members, managers, representatives, agents, attorneys, employee benefit plans and their fiduciaries and administrators, and all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (collectively, including without limitation the Company, the “Company Released Parties”), from any and all complaints, claims, demands, liabilities, damages, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, attorneys’ fees, interest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected, that exist in whole or in part as of the date Fabris signs this Agreement, including, but not limited to, any claims based upon, arising out of or in any manner connected with Fabris’s employment with the Company, the separation of Fabris’s employment with the Company, the Letter and/or any acts, omissions or events occurring on or before the date Fabris signs this Agreement; provided, however, the Company and Fabris acknowledge that the foregoing release/covenant not to sue does not release or affect (a) any rights Fabris may have under any stock option plan or (b) any rights Fabris may have under that certain Restated Split-Dollar Insurance Agreement between Fabris and the Company dated as of December 31, 2008 (the "Restated Split-Dollar Insurance Agreement").  Without limiting the generality of the foregoing, Fabris acknowledges that the foregoing release/covenant not to sue is to be construed as broadly as possible and includes, but is not limited to, and constitutes a complete waiver of, any and all possible claims Fabris has or may have against the Company Released Par