WAIVER AND RELEASE AGREEMENT

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payment of the sum of Five Hundred and Ten Thousand and No/100’s Dollars ($510,000.00), a payment equivalent to seventy two (72) weeks of pay, to be made payable to me in lump sum, less applicable withholdings, payable no earlier than the first practicable payroll date occurring at least eight (8) days after my acceptance of and signature on this Agreement;

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payment of the sum of Eighteen Thousand One Hundred and Sixty Six and 50/100’s Dollars ($18,166.50), a payment equivalent to eighteen (18) months of COBRA medical insurance premiums, to be made payable to me in lump sum, less applicable withholdings, payable no earlier than the first practicable payroll date occurring at least eight (8) days after my acceptance of and signature on this Agreement; and

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Other Benefits:

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My participation in any GDI bonus plan, including but not limited to the Executive Annual Bonus Plan and the Long-Term Incentive Plan, will cease as of my Termination of Employment Date. I will receive full payment of the amount that would have been otherwise payable if my eligibility continued under the 2008 Executive Annual Bonus Plan and the 2006 Long-Term Cash Bonus Opportunity if, and to the extent, the financial conditions for these bonus payments are met as of December 31, 2008, payable no later than March 15, 2009.

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I understand that I am eligible to receive outplacement services through a firm of my choosing at GDI’s expense (up to an amount no greater than $25,000.00) to assist me in finding a new position. I further understand GDI will also reimburse me for reasonable travel expenses associated with such outplacement services, subject to the overall $25,000.00 limit described in the preceding sentence.

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I understand that I will continue to receive GDI’s executive tax return preparation service regarding my 2008 tax return and tax planning services through Rubin Brown, up to an aggregate amount no greater than $6,000.00.

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I understand that the payments hereunder are inclusive of any and all vacation pay entitlements.

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In lieu of any and all other future variable compensation, including but not limited to equity compensation and Long-Term Cash Bonus Opportunities, I will receive payment of the sum of One Hundred and Thirty Thousand and No/100’s Dollars ($130,000.00), less applicable withholdings, payable no earlier than the first practicable payroll date occurring at least eight (8) days after my acceptance of and signature on this Agreement.

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I understand that all other company benefits cease on my Termination of Employment Date.