EMPLOYMENT TRANSITION AGREEMENT AND RELEASE

1.

Mr. Antonelli hereby resigns as (i) an employee and officer of the Company, (ii) a member of the Board of Directors of the Company and (iii) an officer and director of any subsidiaries of the Company where he holds such offices, effective August 12, 2008, although Mr. Antonelli may choose to resign on an earlier date (the “Resignation Date”).  Mr. Antonelli shall remain on a paid leave of absence with the Company through the Resignation Date; such leave shall not serve to reduce Mr. Antonelli’s accrued vacation.

2.

On the Resignation Date, the Company will pay Mr. Antonelli for any unused vacation time earned by him through the Resignation Date. Beginning with the later of the Resignation Date or the expiration of the Revocation Period (as hereinafter defined):

a. The Company shall honor its obligations to Mr. Antonelli under Section 2 of the Severance Agreement dated as of July 25, 2005 between the Company and Mr. Antonelli (the “Severance Agreement”), under which the Company shall continue Mr. Antonelli’s base salary and medical benefits for a period of one (1) year, subject to applicable withholding and deductions, provided, however that the Company shall make no base salary payments under this Section 2(a) until six months and one day after the Company’s obligations commence, at which point the Company shall pay Mr. Antonelli all accrued and unpaid base salary payments, and thereafter the Company shall pay base salary for the balance of the one-year period in accordance with its normal payroll policies.

b. After the expiration of the above-referenced one-year period, the Company shall respect Mr. Antonelli’s rights (and his dependents’ rights), if any, to continued medical coverage at his own expense under the Consolidated Omnibus Budget Reconciliation Act.

3.

a. As of the Resignation Date, Mr. Antonelli shall no longer be eligible to receive long-term disability benefits or to participate in the Company’s 401(k) and Profit Sharing Plan.  The Company will promptly notify Mr. Antonelli in writing concerning his options with regard to his 401(k) account.

b. As of the Resignation Date: (i) Mr. Antonelli’s ability to exercise any vested stock options to purchase shares of the Company’s Common Stock shall be governed by the terms of the applicable equity plan and (ii) all unvested stock options shall be forfeited, except for those restricted stock units (“RSUs”) and restricted shares of Common Stock that were due to vest in December of 2008, and will now accelerate to vest as of the Resignation Date.  Only those restricted shares and restricted stock units shall be vested and exercisable in addition to the stock options noted in (i) above and shall be governed by the terms of the applicable plan.  The Company will promptly notify Mr. Antonelli in writing concerning his ability to exercise any vested stock options, RSUs or restricted shares of Common Stock.

c. Mr. Antonelli may at any time exercise his rights under the Company’s Employee Stock Ownership Plan (“ESOP”) to effect the distribution and sale, if he so elects, of shares of the Company’s Common Stock allocated to him, in accordance with the provisions of the ESOP.

4.

a.  In consideration of the foregoing, which Mr. Antonelli acknowledges includes compensation, benefits and other rights to which he is not otherwise entitled, Mr. Antonelli hereby releases and forever discharges the Company, its present and former directors, officers, employees, agents, subsidiaries and shareholders, and its and their successors and assigns