SEPARATION AGREEMENT

1.       Separation from Employment .

2.       Separation  Payments .

(a)       Accrued Base Salary .  The Company will pay to the Executive all accrued, but unpaid, amounts of “ Base Salary ” (as that term is defined in Paragraphs 2.3 and 5.1 of the Employment Agreement) through the Separation Date.  The payment will be made on or prior to July 31, 2008.

(b)       Split Dollar Insurance Replacement Bonus Agreement .  Pursuant to that certain Bonus Agreement, dated January 28, 2005, the Company will pay to the Executive a sum payment of $365,000.00 on October 27, 2008.   The parties agree that no further payments are due under that certain Bonus Agreement.

(c)       Utilization of Company Provided Car and Driver .  The Company agrees that the Executive will be permitted to utilize a Company provided car and driver until July 31, 2008, under the same terms as permitted under the Employment Agreement.

(d)       Utilization of Perquisite Allowance.   The Company agrees that the Executive will be permitted to utilize the balance (calculated as of the Separation Date) of the Perquisite Allowance provided under Paragraph 5.7 of the Employment Contract to pay (1) her reasonable legal fees and expenses incurred in the negotiation of this Separation Agreement; and (2) the cost of financial planning services incurred by her in 2008.  Upon the presentation of appropriate documentation, the Company shall pay, or reimburse the Executive, for such fees, expenses or costs.

(e)       Utilization of Company Provided Secretarial Support.   The Company agrees that the Executive will be permitted to utilize her Company provided secretary until August 31, 2008, under the same terms as she had under the Employment Agreement.

(f)       Waiver of Notice Provision under Apartment Lease .  The Company agrees to waive any termination notice required under that certain Apartment Lease, dated March 12, 2008 and effective as of February 1, 2008, between the Company, as lessor, and the Executive, as lessee.  Notwithstanding anything in the Apartment Lease to the contrary, the Executive may continue to utilize the apartment until July 31, 2008.

(g)       Compensation in Lieu of 90 Days' Notice .  In lieu of the notice period required by Paragraph 7.4(a) of the Employment Agreement, the Company will make a lump sum payment to the Executive in an amount equal to the Base Salary to which the Executive would otherwise have been entitled during the 90-day period immediately following the Separation Date.  This payment will be made on or before July 31, 2008.

(h)       Severance Benefits Pursuant to the Employment Agreement .  The Company will provide to the Executive the following “ Severance Benefits ,” as that term is defined in Paragraphs 2.35 and 7.4 of the Employment Agreement:

(i)      The Company shall pay to the Executive, in twenty-four (24) equal monthly installments, an amount equal to two times (2x) the sum of (i) the Executive’s annual Base Salary, plus (ii) the three (3) year average of the actual “ Annual Bonus ” (as that term is defined in Paragraph 2.2 of the Employment Agreement) paid to the Executive for the most recent three (3) completed Fiscal Years.  These payments shall begin within thirty (30) days following the Separation Date.

(ii)      The Executive may continue to participate in the Company’s health plan for twenty seven (27) months following the Separation Date by electing COBRA coverage and by paying the applicable premium cost of such coverage.  The Company shall reimburse the Executive an amount equal to the Executive’s monthly COBRA cost under the Company’s health plan for the twenty seven (27) month period; provided, however, that reimbursement of the COBRA cost shall be discontinued prior to the end of the first eighteen (18) months of this twenty seven (27) month period if the Executive ceases to elect COBRA coverage or, if subsequent to the first eighteen (18) months, she fails to pay the applicable premium cost of such coverage.  In any event, the Executive’s participation in the Company’s health plan shall terminate if the Executive has available substantially similar benefits from a subsequent employer, as determined by the “ Compensation Committee ,” as that term is defined in Paragraph 2.12 of the Employment Agreement.  The COBRA reimbursement payments shall be paid monthly on the first payroll date of each month, beginning

within thirty (30) days after the Separation Date, provided the Executive has paid the applicable monthly COBRA cost.  On each date on which a payment is made under this paragraph, the Company will pay the Executive an additional amount equal to the federal, state and local income and payroll taxes that the Executive incurs on all amounts paid under this paragraph.  This gross up payment will be made with respect to each payment hereunder and will cease when COBRA reimbursement payments cease.

(iii)      The Company shall pay Executive a lump sum cash reimbursement equal to the cost to the Executive to secure life insurance, accidental death and dismemberment insurance and disability insurance coverage substantially similar to the coverages she enjoyed as an employee for 27 months following the Separation Date.  This lump sum reimbursement shall be net of the amount that the Executive would have paid to the Company for these benefits had the Executive continued participation in the Company’s life insurance, accidental death and dismemberment insurance and disability insurance programs, on the same terms and conditions as in effect immediately preceding the Executive’s Separation Date.  Such lump sum payment shall be made within thirty (30) days following the Separation Date.

(iv)      The Company shall pay to the Executive a lump sum amount, payable within thirty (30) days after the Separation Date, equal to the Executive’s unpaid target Annual Bonus established for the Company’s 2008-09 “ Fiscal Year ” (as that term is defined in Paragraph 2.20 of the Employment Agreement),

multiplied by a fraction, the numerator of which is the number of days deemed completed in the 2008-09 Fiscal Year (i.e., 250 days), and the denominator of which is the number of days in that Fiscal Year.

(v)      The Executive’s accrued benefit in the “ SERP ” (as that term is defined in Paragraph 2.34 of the Employment Agreement) shall become fully vested as of the Separation Date and such accrued benefit shall be paid in accordance with the terms of the SERP.

(vi)      The vesting schedule of the Executive’s outstanding equity awards with respect to stock of the Company or any successor, including outstanding “ Options ”, “ SARs ”, “ Performance Awards ” and “ Time Vested Shares ” (as those terms are defined in Paragraphs 2.23, 5.3(b), 2.32, 5.3(b), 2.24, 5.3(c), 2.39 and 5.3(a), respectively, of the Employment Agreement) shall be accelerated by two (2) years and the outstanding equity awards that would have vested if the Executive had continued employment for an additional two (2) years following the Separation Date shall become vested on such date, and the outstanding equity awards otherwise shall be treated pursuant to the terms of the applicable plan or agreement.

(vii)      The Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of this Agreement or the governing plan or program.

(i)       Business Expenses   The Executive shall, in accordance with the Company's customary policies and procedures, be reimbursed for all appropriate business expenses incurred through and including the Separation Date for which the Executive submits appropriate invoices and similar records.  Provided, however, that such business expenses must be submitted within ninety (90) days of the Separation Date.

(j)       Retirement Benefits .  Except with respect to the SERP, the Executive’s right to any retirement benefits under any qualified defined benefit and defined contribution retirement plans maintained by the Company and in which she participated shall be determined in accordance with the terms of any such plans.

3.       Dispute Resolution .

(a)       Dispute Resolution .  Any dispute or controversy arising under or in connection with this Agreement, the Employment Agreement, the Executive’s employment with the Company and/or her separation therefrom shall be settled by arbitration, conducted before a panel of three (3) arbitrators sitting in a location selected by the Executive within fifty (50) miles from the location of her employment with the Company, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect.

(b)       Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.  Subject to the limitation set forth in Paragraph 3(c), related to legal fees incurred by the Executive, all expenses of such arbitration shall be borne by the Company.

(c)       Payment of Legal Fees .  To the extent permitted by law, the Company shall pay (or advance, upon the written request of the Executive) legal fees, costs of arbitration, prejudgment interest, and other expenses incurred (or to be incurred) in good faith by the

4.      Confidentiality and Noncompetition .

(a)       Disclosure of Information .  The Executive recognizes that she has had access to and knowledge of certain confidential a