Common use of Compensation and Other Benefits Clause in Contracts

Compensation and Other Benefits. (a) As compensation for his services hereunder, the Company shall pay Employee, during the Employment Period, a base salary payable in equal semi-monthly installments at an annual rate of $600,000, provided that such salary shall be reviewed annually by the Company's Board, or a committee thereof, which may, in its sole discretion, increase (but not decrease) such salary. (b) The Company shall also pay Employee, during the Employment Period, an annual target bonus, payable in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employee. (c) Employee shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications therefor. (d) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or death. (e) Employee shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(c), the Company shall pay or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment Period.

Compensation and Other Benefits. For the services to be rendered by him pursuant to this Agreement, the Company agrees to provide the Executive, so long as he shall be employed by the Company, the following compensation and benefits: (a) As compensation for his services hereunder, The Executive acknowledges receipt of a bonus in the Company shall pay Employee, during the Employment Period, a base salary payable in equal semi-monthly installments at an annual rate amount of $600,000, provided that such salary shall be reviewed annually by 125,000 for calendar year 1993. Such bonus is in lieu of any other bonus payable to the Company's Board, or a committee thereof, which may, in its sole discretion, increase (but not decrease) such salaryExecutive under any agreement for calendar year 1993. (b) The Company shall also pay Employee, during Annual base salary at the Employment Period, an annual target bonusrate set forth on Exhibit A ("Salary"), payable not less often than monthly in January of equal installments at the end each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employeemonth. (c) Employee shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which the Company mayA bonus for each calendar year, starting with 1994, in its sole and absolute discretion, elect an amount determined pursuant to make available to its employees generally, provided Employee meets the qualifications therefor.formula set forth in Exhibit B. (d) Employee shall be eligible to participate The benefits provided under the plans, arrangements and policies described in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or deathExhibit C attached hereto. (e) Employee Such other benefits are provided the Company's senior executives generally under the Company's plans, arrangements, and policies as they may exist from time to time except to the extent comparable or greater benefits are provided to the Executive under Section 3(d) above (the plans, arrangements, and policies referred to in this Section 3(e) and Section(d) above shall be entitled hereinafter referred to as the "Employee Plans"); and (f) Five (5) weeks of vacation annually during which time the Executive's compensation will be paid vacation in accordance full and all other benefits under this Agreement will continue to be provided to him. (g) The Company will reimburse the Executive for all expenses he incurs in maintaining and operating the automobile described on Exhibit C. Consistent with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(c)past practices, the Company shall pay or will reimburse Employee the Executive for the all reasonable business expenses incurred by the Employee in connection with obtaining professional tax Executive relating to the conduct of the Business of the Company. Any such expense reimbursement shall be conditioned upon the Executive presenting to the Company an itemized account of such expenses will supporting documents. Reimbursable expenses shall include reasonable and financial planning advicenecessary expenses for entertainment, up travel, meals and hotel accommodations. (h) Directors and officers liability insurance coverage but only if and to a maximum the same extent such coverage is provided to any other officer or director of $7,500 in any calendar year during the Employment PeriodCompany, and indemnification by the Company to the full extent permitted by law against liability claims arising out of his activities as an employee or director of the Company. (i) Such other emoluments as the Board may from, time to time, grant.

Compensation and Other Benefits. (a) a. As compensation for his all services hereunderrendered by Executive in performance of Executive's duties or obligations under this Agreement, the Company Employer shall pay Employee, during Executive the Employment Period, a following base salary (the "Base Salary"): $265,000 per year plus increases effective January 1 of each year of no less than 5% of Base Salary or such greater amount as set by the Compensation Committee. Executive's Base Salary shall be payable in equal semi-monthly installments or in the manner and on the timetable which Employer's payroll is customarily handled or at an annual rate of $600,000, provided that such salary shall be reviewed annually by the Company's Board, or a committee thereof, which may, in its sole discretion, increase (but not decrease) such salaryintervals as Employer and Executive may hereafter agree to from time to time. (b) The Company shall also pay Employeeb. In addition to receiving the Base Salary provided for in Section 3.a., during the Employment Period, an annual target bonus, payable in January of each year for the preceding yearannual periods commencing January 1, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board2005, or a committee thereof, after good faith consultation with Employee. (c) Employee Executive shall be entitled to continue a bonus of up to one hundred percent (100%) of Executive's Base Salary paid during each such annual period (the "Bonus"); provided, however, Executive shall be entitled to such Bonus if, and only if, Executive has met the performance criteria set by the Compensation Committee of the Board of Directors of Employer (the "Compensation Committee") for the applicable period. Executive acknowledges that the performance criteria for Executive's Bonus to be earned for each annual period shall be set on or before the beginning of each applicable period, and Executive shall have the opportunity to meet with and discuss such criteria with the Compensation Committee prior to the finalization of such criteria. Upon completion of the criteria for the applicable period, such criteria shall be communicated to Executive in writing. If Executive successfully meets the performance criteria established by Employer (in the reasonable discretion of Employer), Employer shall pay Executive the earned Bonus amount within thirty (30) days after the end of such annual period. c. Executive shall be entitled to be reimbursed by Employer for all reasonable and necessary expenses incurred by Executive in carrying out Executive's duties under this Agreement in accordance with Employer's standard policies regarding such reimbursements. d. Beginning with the Commencement Date, Executive shall be entitled during the Term, upon satisfaction of all eligibility requirements, if any, to participate in all group health health, dental, disability, life insurance and insurance other benefit programs and now or hereafter established by Employer which cover substantially all other fringe benefit or retirement plans which the Company may, in its sole of Employer's employees and absolute discretion, elect shall receive such other benefits as may be approved from time to make available to its employees generally, provided Employee meets the qualifications therefortime by Employer. e. During each twelve (d12) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans month period of the Company. Upon the Employee's Disability (as defined in the Plan)this Agreement, termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) Executive shall be entitled to:to such vacation as permitted by Employer's policies and practices. In addition, Executive shall be entitled to receive paid holidays as enjoyed by all other employees of Employer. f. Executive shall be entitled to a monthly automobile allowance of $1,000 plus all insurance, operating costs and maintenance expenses of the Executive's vehicle. g. Upon the request of Executive after the date on which the shares of Employer are traded on a publicly recognized stock market, the Employer shall (i) full vesting obtain and immediate exercisability maintain, during the Term hereof, officers and directors liability insurance covering Executive in the amount of any outstanding stock options $5,000,000 containing customary terms and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any timeconditions; and (ii) with respect to stock options granted to Employee on or after January 1the extent permitted under Employer's articles of incorporation and/or bylaws, 2000, Employee indemnify and hold harmless the Executive from and against all costs (or the legal representative including attorneys fees and costs of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or death. (e) Employee shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(csuit), losses, liabilities or cause of action arising out of or relating to his services as Chairman, Chief Executive Officer, President and director of the Company shall pay or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment PeriodEmployer.

Compensation and Other Benefits. For the services to be rendered by him pursuant to this Agreement, the Company agrees to provide the Executive, so long as he shall be employed by the Company, the following compensation and benefits: (a) As compensation for his services hereunderSalary ("Base Salary") at the rate of not less than $112,500.00 per annum through June 30, the Company shall pay Employee1996 and $125,000.00 per annum thereafter, during the Employment Period, a base salary payable not less often than monthly in equal semi-monthly installments at an annual rate the end of $600,000, provided that such salary each month. The Base Salary figure shall be reviewed annually by and may be increased at the Company's Boardsole discretion of the Chief Executive Officer. Any such increase in the Base Salary shall be deemed for all purposes hereunder to be an amendment to this Agreement, or a committee thereof, which may, and this Agreement as so amended shall remain in its sole discretion, increase (but not decrease) such salaryeffect until otherwise terminated as provided herein. (b) The Company shall also pay Employee, during Such bonuses as the Employment Period, an annual target bonus, payable Executive may have earned under the Executive Bonus Plan set forth in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with EmployeeExhibit 3 hereof. (c) Employee Group health and welfare coverages, other fringe benefits such as are enjoyed by senior executives of the Company generally, and such other emoluments and fringe benefits as shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which determined by the Company may, in its sole and absolute discretion, elect from time to make available to its employees generally, provided Employee meets the qualifications therefortime. (d) Employee Four (4) weeks of vacation annually during which time the Executive's compensation will be paid in full and all other benefits under this Agreement shall continue to be eligible provided to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or deathhim. (e) Employee The Company will furnish the Executive with an automobile, will provide appropriate insurance coverage for such automobile, and will reimburse the Executive for all gasoline and maintenance costs relating to such automobile. Any such reimbursement shall be entitled conditioned upon the Executive presenting to paid vacation the Company, in accordance with applicable Company policies and procedures, an itemized account concerning his use of the Company's policy applicable to senior executives, but automobile and distinguishing between use in no event less than four (4) weeks per calendar yearconnection with the Business of the Company and otherwise. (f) Without limiting The Company will reimburse the generality of Section 3(c), the Company shall pay or reimburse Employee Executive for the reasonable business expenses incurred by the Employee Executive relating to the conduct of the Business of the Company. Any such expense reimbursement shall be conditioned upon the Executive presenting to the Company, in connection accordance with obtaining professional tax the applicable Company policies and financial planning adviceprocedures, up an itemized account of such expenses with supporting documents. Reimbursable expenses shall include reasonable and necessary expenses for entertainment, travel, meals and hotel accommodations. (g) The Executive shall be provided with directors and officers liability insurance coverage to the same extent as the other Directors and/or senior officers of the Company, and shall be indemnified by the Company to the full extent permitted by law against liability claims arising out of his activities as an employee of the Company or a maximum member of $7,500 the Board. (h) The Company will provide a Supplemental Pension Plan as described in any calendar year during the Employment Period.Exhibit C.

Compensation and Other Benefits. For the services to be rendered by him pursuant to this Agreement, the Company agrees to provide the Executive, so long as he shall be employed by the Company, the following compensation and benefits: (a) As compensation for his services hereunderSalary at the rate of not less than $165,000.00 per annum ("Base Salary"), the Company shall pay Employee, during the Employment Period, a base salary payable not less often than monthly in equal semi-monthly installments at an annual rate the end of $600,000, provided that such salary each month. The Base Salary figure shall be reviewed annually by and may be increased at the Company's Board, or a committee thereof, which may, sole discretion of the Chief Executive Officer. Any such increase in its sole discretion, increase (but not decrease) such salarythe Base Salary shall be deemed for all purposes hereunder to be an amendment to this Agreement and this Agreement as so amended shall remain in effect until otherwise terminated as provided herein. (b) The Company shall also pay Employee, during Such bonuses as the Employment Period, an annual target bonus, payable Executive may have earned under the Executive Bonus Plan set forth in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with EmployeeExhibit B hereof. (c) Employee Group health and welfare coverages, often fringe benefits such as are enjoyed by senior executives of the Company generally, and such other emoluments and fringe benefits as shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which determined by the Company may, in its sole and absolute discretion, elect from time to make available to its employees generally, provided Employee meets the qualifications therefortime. (d) Employee Four (4) weeks of vacation annually during which time the Executive's compensation will be paid in full and all other benefits under this Agreement shall continue to be eligible provided to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or deathhim. (e) Employee The Company will furnish the Executive with an automobile, will provide appropriate insurance coverage for such automobile, and will reimburse the Executive for all gasoline and maintenance costs relating to such automobile. Any such reimbursement shall be entitled conditioned upon the Executive presenting to paid vacation the Company, in accordance with applicable Company policies and procedures, an itemized account concerning his use of the Company's policy applicable to senior executives, but automobile and distinguishing between use in no event less than four (4) weeks per calendar yearconnection with the Business of the Company and otherwise. (f) Without limiting The Company will reimburse the generality of Section 3(c), the Company shall pay or reimburse Employee Executive for the reasonable business expenses incurred by the Employee Executive relating to the conduct of the Business of the Company. Any such expense reimbursement shall be conditioned upon the Executive presenting to the Company, in connection accordance with obtaining professional tax applicable Company policies and financial planning adviceprocedures, up an itemized account of such expenses with supporting documents. Reimbursable expenses shall include reasonable and necessary expenses for entertainment, travel, meals and hotel accommodations. (g) The Executive shall be provided with directors and officers liability insurance coverage to the same extent as the other Directors and/or senior officers of the Company, and shall be indemnified by the Company to the full extent permitted by law against liability claims arising out of his activities as an employee of the Company or a maximum member of $7,500 the Board. (h) The Company will provide a Supplemental Pension Plan as described in any calendar year during the Employment Period.Exhibit C.

Compensation and Other Benefits. (a) As compensation for For his services hereunderto the Company during the Consulting Term, the Company shall pay Employee, during the Employment Period, a base salary payable in equal semi-Consultant compensation at the monthly installments at an annual rate of $600,000, provided that such salary shall be reviewed annually by the Company's Board, or a committee thereof, which may, in its sole discretion, increase (but not decrease) such salary6,250. (b) If the Compensation Committee of the Board establishes a bonus pool for the Company's key management employees, which plan may be based on a percentage of the Company's net income or such other formula as the Compensation Committee may determine, the Consultant shall participate in the bonus pool. The size of the bonus pool and the extent of Consultant's participation in the bonus pool will be determined by the Compensation Committee, whose determination shall be final, binding and conclusive on the Company and Consultant. If for any year no bonus pool is established, the Consultant shall also pay Employeebe eligible for a discretionary bonus by the Compensation Committee or the Board. Any bonus payments made to the Consultant shall hereinafter be referred to as a "Bonus." (c) During the Subsequent Consulting Term, during the Employment Period, an Consultant shall receive compensation at the annual target bonusrate of $75,000, payable in January regular monthly installments payable the first day of each year month. In addition, if the Consultant is elected as a director of the Company during the Subsequent Consulting Term, he shall be entitled to such compensation and other benefits as are provided to other independent directors. (d) In addition to his compensation and Bonus, the Consultant shall receive the following benefits during the Term: (i) Major medical health insurance for the preceding yearConsultant and members of his immediate family. (ii) Accident and life insurance and life insurance to the extent such benefits are provided to the Company's executive officers; provided to the Consultant and members of his immediate family to the extent permitted by the Company's insurers. (iii) Long-term medical care insurance to the extent that the Company is able, by using reasonable efforts, to obtain such coverage for an annual premium which does not exceed $3,000. To the extent that the annual premium for such coverage exceeds $3,000, if the Consultant desires such coverage, he shall be responsible for the additional premiums. (iv) An automobile allowance of $1,000 per month payable monthly. (v) Vacation in an amount equal accordance with Company policy. (e) Subsequent to fortythe Term, and for the balance of the Consultant's life, the Company will obtain major medical health insurance for the Consultant and his spouse which, to the extent practical, is comparable with the major medical health insurance provided from time to time by the Company to its employees; provided, that to the extent that such insurance costs the Company more than $400 per month, any excess shall be paid by the Consultant. In the event that the Consultant is or can be covered by major medical insurance by another company during the Subsequent Consulting Term or thereafter, the Company shall not be required to provide such benefits to the Consultant. (f) In the event of a termination of Consultant's employment as a result of his death or Disability, as hereinafter defined, the Company shall continue to pay to Consultant or his beneficiary, his Cash Compensation at the annual rate in effect at the date of death or termination resulting from a Disability, until the earlier of (i) six (6) months from the date of death or such termination or (ii) the expiration of the Term. (g) Any payments ("disability insurance payments") received by Consultant pursuant to a disability policy obtained through the Company (whether paid for by the Company or Consultant) shall be applied on a dollar-five percent for-dollar basis to reduce the Cash Compensation or disability payments payable by the Company pursuant to this Agreement during the period when such disability insurance payments are being made. (45%h) of Employee's base salary (As used in this Agreement, the term "Cash Compensation" shall mean the annual compensation payable under Section pursuant to Paragraph 3(a) of this Agreement, Bonus, automobile expenses and vacation pay. One month's Cash Compensation shall mean one twelfth (1/12) measured against objective criteria of the sum of (i) the annual compensation payable to be determined by said Paragraph 3(a), (ii) the Company's BoardBonus for previous year, or a committee thereof(iii) the annual automobile allowance plus (iv) the annual vacation pay. During the Subsequent Consulting Term, after good faith consultation with Employee. references in this Agreement to the annual compensation pursuant to Paragraph 3(a) shall mean the annual compensation payable pursuant to Paragraph (c) Employee shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications thereforof this Agreement. (d) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or death. (e) Employee shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(c), the Company shall pay or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment Period.

Compensation and Other Benefits. (a) As compensation for his For all services hereunderrendered by ------------------------------- Executive to or on behalf of the Company or its affiliates during the term hereof, the Company shall pay Employeecompensate Executive as follows: (a) Effective as of the date hereof, during the Employment Period, a base salary payable in equal semi-monthly installments at an annual rate of $600,000, provided that such salary to Executive shall be reviewed annually by $290,000 per annum (the "Initial Base Salary"), payable bi-weekly in arrears in accordance with the Company's Boardnormal payroll policies. At the end of each calendar year during the Term, the base salary payable to Executive shall be increased, if applicable, by adding to the then current base salary the sum, if any, determined by multiplying the then current base salary by the percentage that the Consumer Price Index, as prepared by the Bureau of Labor Statistics of the Department of Labor of the United States for the city in which the Company's principal place of business is located, or a committee thereofat Executive's option, which where Executive's principal residence is located, entitled "Urban Wage Earners & Clerical Workers" for the calendar year then ended, has increased over the index from the previous calendar year (the Initial Base Salary and any increases thereto shall be referred to herein as the "Base Salary"). In addition, the Base Salary may be increased from time to time and in such amounts as the Compensation Committee of the Company may, in its sole discretion, increase (but not decrease) such salaryapprove. The official action of the Board of Directors increasing the Base Salary, if any, shall be deemed to amend the amount of the Base Salary stated in this paragraph 2(a). In addition to the Base Salary, the Company may, in the sole discretion of its Board of Directors, pay Executive additional bonus or other incentive compensation. (b) Executive shall be entitled to three (3) weeks of paid vacation during each twelve-month period of his employment hereunder to be scheduled for times mutually acceptable to Executive and the Company and otherwise in accordance with vacation policies established by the Company. If Executive does not use all of such paid vacation during such twelve-month period, Executive shall be entitled to elect to (i) take such unused portion of vacation during the next succeeding twelve-month period (in addition to the three (3) weeks of vacation that Executive is entitled to during such period), or (ii) receive payment at such time for any unused vacation days for such period. The Company shall also pay Employee, during Executive at the Employment Period, an annual target bonus, payable in January rate of each year his then current Base Salary for any unused vacation at the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) termination of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employee. (c) Employee Executive shall be entitled to continue to participate in all group health receive additional benefits and insurance programs and all other fringe benefit or retirement plans which compensation from the Company may, in its sole such form and absolute discretion, elect only to make available to its employees generally, provided Employee meets the qualifications therefor.extent explicitly set forth below: (di) Employee During the Term, Executive shall be eligible entitled to participate in the Company's 1998 Long- Term Incentive Plan pension, group life, medical and other insurance, thrift, savings, deferred compensation, automobile allowance (the "Plan"in no event less than $700 per month) and any all other incentive plans of Company employee benefit plans, fringe benefits and allowances, as may from time to time be made available to the Company. Upon 's Chief Executive Officer, Chief Acquisition Officer, Chief Operating Officer or Chief Financial Officer by the Employee's Disability (as defined in the Plan), termination Board of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to:Directors. (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect Executive may incur reasonable business expenses while on Company business, including expenses for hotels, meals, air travel, telephone, automobile, gasoline and similar items. Executive may also incur reasonable moving expenses and living and traveling expenses in the event that the Company requires Executive to stock options granted to Employee on or after January 1maintain his office outside of Greenwich, 2000Connecticut, Employee (or the legal representative for expenses, brokerage commissions, relocation expenses and other expenses incurred by Executive and/or members of his estate, in the case of Employee's death) shall be entitled to exercise such stock options family at any time during the three Term (3A) year period from in obtaining and maintaining temporary housing or other living accommodations in the date location in which Executive is required by the Company to maintain his office, which temporary housing or other living accommodations are satisfactory to Executive and consistent with Executive's current standard of Employeeliving, or (B) in traveling between Executive's Disability, Retirement then-existing home and such location. The Company shall either pay such reasonable out-of-pocket expenses directly or deathpromptly reimburse Executive for such reasonable out-of-pocket expenses incurred by Executive upon presentation of receipts and an itemized accounting of the expenses for which reimbursement is sought and any other documentation necessary to comply with applicable Internal Revenue Service rules and regulations. (ed) Employee All unvested Options shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality automatically vest on a Change of Section 3(c)Control. For purposes of this paragraph, the Company shall pay or reimburse Employee for following terms have the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment Period.following meanings:

Compensation and Other Benefits. (ai) As compensation for For his services hereunderto the Company during the Term, the Company shall pay EmployeeExecutive an annual salary (“Salary”) for the year 2007 at the rate of one hundred sixty thousand dollars ($160,000). All Salary payments shall be payable in such installments as the Company regularly pays its executive officers, during the Employment Period, a but not less frequently than semi-monthly. (ii) Executive’s base salary payable as set forth in equal semi-monthly installments Paragraph 3(a)(i) above may be increased at an annual rate the discretion of $600,000, provided that such salary shall be reviewed annually by the Company's Board, or a compensation committee thereof, which may, in its sole discretion, increase (but not decrease) such salaryof the Board of Directors. (b) The Company Executive shall also pay Employee, during be eligible for bonus compensation and stock options or other equity-based incentives at the Employment Period, an annual target bonus, payable in January discretion of each year for the preceding year, in an amount equal to forty-five percent (45%) compensation committee of Employee's base salary (payable under Section 3(a) the Board of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with EmployeeDirectors. (c) Employee Executive shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which receive the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets following benefits during the qualifications therefor. (d) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled toTerm: (i) full vesting Major medical health and dental insurance for Executive and members of his immediate exercisability family at the sole discretion of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted the Executive. Executive may elect not to Employee accept such insurance benefits at any time; and this point but reserves the right to accept such benefits in the future at Executive’s sole discretion. (ii) with respect to stock options granted to Employee on Commuting expenses, which shall include travel from Executive’s home and lodging in or after January 1around Westminster, 2000, Employee (Massachusetts or any other location where the legal representative Company maintains its principal executive office. Such expenses will not be included as part of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or deathExecutive’s base compensation. (eiii) Employee shall be entitled to paid vacation Vacation in accordance with the Company's Company policy applicable to senior executives, but in no event which shall provide for not less than four (4) weeks per calendar year. (fiv) Without limiting In the generality event of Section 3(c)a termination of Executive’s employment as a result of his death or Disability, as hereinafter defined, the Company shall continue to pay to Executive or reimburse Employee his beneficiary, his Salary at the annual rate in effect at the date of death or termination resulting from a Disability, until the earlier of (i) six (6) months from the date of death or such termination or (ii) the expiration of the Term. (v) As used in this Agreement, the term “Cash Compensation” shall include Salary, any bonus awarded Executive. One month’s Cash Compensation shall mean one twelfth (1/12) of the sum of (i) the annual Salary, (ii) the bonus, if any, for previous year, including the reasonable expenses incurred by amount treated as compensation for Executive for stock options or other equity-based incentives, to the Employee extent that such amount is reflected as current compensation in connection the Summary Compensation Table in the Company’s filings with obtaining professional tax the Securities and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment PeriodExchange Commission.

Compensation and Other Benefits. As compensation in full for the services to be rendered by Employee hereunder, Employers shall pay and the Employee shall accept the following compensation: (a) As compensation for his services hereunder, the Company Employers shall pay Employee, during the Employment Period, to Employee a base salary of $130,000 per year, commencing with the Employment Date, payable in equal semi-monthly installments at an annual rate of $600,000installments, provided that such less usual withholding deductions. Such base salary shall be a minimum salary. As of January 1, 1993 and each January 1 thereafter during the term of this Agreement, Employee's minimum base salary will be reviewed annually by the Company's Board, or a committee thereof, which may, Board of Directors on the basis of his performance to such date and the progress of Employers and shall be increased as of such dates if so determined by the Board of Directors in its sole absolute discretion, . The Board of Directors may also increase (but not decrease) such salaryEmployee's base salary at any other time in its absolute discretion. (b) The Company Employers shall also provide Employee with a leased automobile of the kind provided to other Employees with similar duties, responsibilities and title. Employers shall pay Employee, during the Employment Period, an annual target bonus, payable in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employeeall maintenance and insurance on such automobile. (c) As additional compensation, Employee shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications thereforSenior Management Incentive Compensation Program. (d) Employee shall be eligible to participate in During the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case term of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000employment under this Agreement, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise receive other benefits of employment, such stock options at any time as life, health and accident insurance on Employee in the form, kind and amount made available under group insurance coverage to other employees of Employers with responsibilities and duties similar to those of Employee. Employee shall also be entitled to participate in all of Employers' ERISA type plans in existence during the three (3term of this Agreement. Employee shall not be entitled to participate in any profit sharing plans, incentive compensation programs or other benefit plans made available to employees of Employers except as described in paragraph 4(c) year period from the date or other paragraphs of Employee's Disability, Retirement or deaththis Agreement. (e) Employers shall provide the use of a country club membership to Employee for the promotion of Employers' business. Employers shall be responsible for all costs related to such membership. If Employers are incapable of holding such membership in corporate name, Employers shall provide to Employee funds necessary to acquire such membership. Employee shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality use of Section 3(c), the Company shall pay or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year such membership during the Employment Periodterms of this Agreement. Upon Employee ceasing employment with Employers, Employee shall transfer any and all ownership of such membership to Employers or a designee of Employers.

Compensation and Other Benefits. (a) As compensation for his services hereunder, the Company shall pay Employee, during the Employment Period, a base salary payable in equal semi-monthly installments at an annual rate of $600,000300,000, provided that such salary shall be reviewed annually by the Company's Board, or a committee thereof, which may, in its sole discretion, increase (but not decrease) such salary. (b) The Company shall also pay Employee, during the Employment Period, an annual target bonus, payable in January of each year for the preceding year, in an amount equal to fortysixty-five percent (4565%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employee. (c) Employee shall be entitled to continue to participate in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications therefor. (d) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or death. (e) Employee shall be entitled to four weeks of paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(c), the Company shall pay or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment Period.

Compensation and Other Benefits. (a) a. As compensation for his all services hereunderrendered by Employee in performance of Employee's duties or obligations under this Agreement, the Company Employer shall pay Employee, during the Employment Period, Employee a monthly base salary of Five Thousand and No/100 Dollars ($5,000.00) (the "Base Salary"). Employee's Base Salary shall be payable in equal semi-semi- monthly installments or in the manner and on the timetable which Employer's payroll is customarily handled or at an annual rate of $600,000, provided that such salary shall be reviewed annually by the Company's Board, or a committee thereof, which mayintervals as Employer and Employee may hereafter agree to from time to time. b. For so long as this Agreement is in effect, in its sole discretionaddition to the Base Salary, increase (but not decrease) such salary. (b) The Company shall also pay Employeefor the annual period year beginning June 1, 2000 and each annual period thereafter during the Employment PeriodTerm hereof, an annual target bonus, payable in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employee. (c) Employee shall be entitled to continue a bonus of up to participate an aggregate of $6,000.00 per annual period if, and only if, Employee has met the performance criteria set by Employer for the applicable annual period. In connection therewith, Employer agrees that by January 30 of each year, it shall set the performance criteria for Employee's bonus to be earned during the applicable annual period and shall communicate such criteria to Employee in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided writing. If Employee successfully meets the qualifications thereforperformance criteria established by Employer (in the discretion of Employer), Employer shall pay to Employee the bonus within ninety (90) days of the end of the applicable annual period. (d) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan), termination of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or death. (e) c. Employee shall be entitled to paid vacation be reimbursed by Employer for all reasonable and necessary expenses incurred by Employee in carrying out Employee's duties under this Agreement in accordance with the CompanyEmployer's policy applicable to senior executives, but in no event less than four (4) weeks per calendar yearstandard policies regarding such reimbursements. (f) Without limiting d. Employee shall be entitled during the generality Term, upon satisfaction of Section 3(c)all eligibility requirements, the Company if any, to participate in all health, dental, disability, life insurance and other benefit programs now or hereafter established by Employer which cover substantially all other of Employer's employees and shall pay or reimburse receive such other benefits as may be approved from time to time by Employer. e. Employee shall be entitled to receive two weeks of paid vacation for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar each year during the Employment PeriodTerm following the first anniversary of the Commencement Date and shall be entitled to receive paid holidays as enjoyed by all other employees of Employer.

Compensation and Other Benefits. (a) As compensation for his the services to be rendered by Employee hereunder, the Company Employers shall pay Employee, during and the Employment Period, Employee shall accept the following compensation: a. Employers shall pay to Employee a minimum base salary of $210,000 per year, payable in equal semi-monthly installments at installments, less usual withholding deductions. The Employers' Boards of Directors will consider on an annual rate basis on or before the end of $600,000the calendar year whether it is appropriate or desirable to increase the amount of the base salary as of January 1 of the next calendar year. Notwithstanding that the INITIAL TERM of this Agreement commences as of January 1, provided that such 1995, the first consideration of an increase in base salary shall occur before the end of calendar year 1994 for possible implementation in calendar year 1995. Nothing herein shall be reviewed annually by construed to impose upon the CompanyEmployers any obligation to increase the Employee's Boardbase salary, or a committee thereof, which may, in its sole discretion, but rather the Employers' Boards of Directors may increase (but not decrease) such salary. (b) The Company shall also pay Employee, during the Employment Period, an annual target bonus, payable in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) at any time in their absolute discretion. b. Employers shall provide Employee during the term of this Agreement) measured against objective criteria Agreement with an automobile, purchased or leased new, comparable to be determined a domestic luxury sedan. Employers shall pay all reasonable operating expenses with regard to such automobile and shall procure and maintain in force at Employers' expense an insurance policy on such automobile which shall include collision, comprehensive, medical payments and liability coverage with the limits mutually agreed to by the Company's Board, or a committee thereof, after good faith consultation with Employers and Employee. (c) c. As additional compensation, Employee shall, in the absolute discretion of Employers' Boards of Directors, be entitled to participate in the Employees' Senior Management Incentive Compensation Program or any other similar program from time to time in effect. d. During the term of Employee's employment under this Agreement, Employee shall be entitled to continue receive other benefits of employment made available to other employees of Employers, such as life, health and accident insurance on Employee in the form, kind and amount made available under group insurance coverage to employees of Employers plus directors and executive officers (D&O) insurance coverage. Employee shall also be entitled to participate in all group health and insurance programs and all other fringe benefit or retirement of Employers' ERISA type plans which in existence during the Company may, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications therefor. (d) term of this Agreement. Employee shall not be eligible entitled to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any profit sharing plans, incentive compensation programs or other incentive benefit plans made available to employees of the Company. Upon the Employee's Disability (Employers except as defined described in the Plan), termination of employment with the Company due to Retirement (as defined in the Planparagraph 4(c) or death, Employee (or the legal representative other paragraphs of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or deaththis Agreement. (e) e. In addition to any benefits payable to the Employee shall be entitled to paid vacation in accordance with the Companyprovisions of any plan, agreement or arrangement described above, Employers will purchase a term life insurance policy in the amount of $400,000 on the life of the Employee, over and above the standard group insurance benefits provided by the Employers, with the proceeds thereof to be paid to the Employee's beneficiary or beneficiaries or to his estate, PROVIDED, HOWEVER, that Employers' obligation to purchase such term life insurance policy shall cease if it is reasonably determined by the Employers' Boards of Directors that such purchase would in any way violate any applicable banking laws or regulations. Such term life insurance policy shall remain in effect during the term of this Agreement and shall be subject to senior executivesEmployee's passing any required physical examination for such insurance coverage. In addition, but the obligations of Employers to purchase a term life insurance policy are subject to Employee being insurable and the premiums for such policy being reasonable and in conformity with those paid on an average person of Employee's age. Such term life insurance policy shall be transferred to Employee at no event less cost to Employee upon Employee's cessation of employment for any reason; PROVIDED that (i) the terms of such term life insurance policy permit such transfer; (ii) that such transfer is in compliance with all applicable banking laws and regulations as reasonably determined by the Employers' Boards of Directors; (iii) that the Employers incur no additional costs as a result of such transfer, other than four payment of a reasonable transfer fee; and (4iv) weeks per calendar yearthat premiums relating to such term life insurance policy shall thereafter be the responsibility of Employee. (f) Without limiting the generality f. Employee shall not be entitled to fees for service as a director of Section 3(c)Employers, the Company shall pay including committee fees or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up any other fees or compensation available to a maximum of $7,500 in any calendar year during the Employment Periodoutside directors.

Compensation and Other Benefits. (a) As compensation for his all services hereunderrendered by Employee in perfor-▇▇▇▇▇ of Employee’s duties or obligations under this Agreement, the Company Employer shall pay Employee a monthly Base Salary (the “Base Salary”) of Ten Thousand and No/100 Dollars ($10,000). Employee, during the Employment Period, a base salary 's Base Salary shall be payable in equal semi-monthly installments or in the manner and on the timetable which Employer's payroll is customarily handled or at an annual rate of $600,000, provided that such salary shall be reviewed annually by the Company's Board, or a committee thereof, which may, in its sole discretion, increase (but not decrease) such salaryintervals as Employer and Employee may hereafter agree to from time to time. (b) The Company shall also pay Employee, during In addition to receiving the Employment Period, an annual target bonus, payable Base Salary provided for in January of each year for the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) ), Employee shall, upon execution of this Agreement, earn a signing bonus (the “Signing Bonus”) measured against objective criteria of 6,000,000 shares (the “Compensation Shares”) of the company’s restricted stock. This bonus is intended to compensate the employee for the shortfall in cash compensation that an executive of his experience would otherwise receive. The Compensation Shares will be determined issued after the stock reverse as approved by the Company's Boardboard of directors on February 14th, 2006 and will be issued with a restricted legend and will remain restricted for a period of three (3) years unless otherwise approved by the board of directors. The Board of Directors may from time to time authorize bonus payments to employee based on his contributions to the performance of the Company or a committee thereofsuch other criteria as the Board may establish, after good faith consultation with Employeein addition to his regular salary and signing bonus. (c) Employee shall be entitled to continue to participate be reimbursed by Employer for all reasonable and necessary expenses incurred by Employee in all group health and insurance programs and all other fringe benefit or retirement plans which the Company may, carrying out Employee’s duties under this Agreement in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications thereforaccordance with Employer’s standard policies regarding such reimbursements. (d) Employee shall be eligible entitled during the Term, upon satisfaction of all eligibility requirements, if any, to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") and any other incentive plans of the Company. Upon the Employee's Disability (as defined in the Plan)all health, termination of employment with the Company due to Retirement (as defined in the Plan) or deathdental, Employee (or the legal representative of his estatedisability, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options life insurance and other equity awards (benefit programs now or hereafter established by Employer which cover substantially all other of Employer's employees and lapse of any forfeiture provisions) granted shall receive such other benefits as may be approved from time to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period from the date of Employee's Disability, Retirement or deathby Employer. (e) Employee shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(c), the Company shall pay or reimburse Employee for the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment Period.

Compensation and Other Benefits. (a) As compensation in full for his the services to be rendered by Executive hereunder, the Company shall pay Employee, during the Employment PeriodTerm, a base salary payable in equal semi-monthly installments at an annual rate of $600,000Employer shall pay, provided that such salary and Executive shall be reviewed annually by entitled to receive, the Company's Board, or a committee thereoffollowing compensation and benefits, which maycompensation and benefits shall be subject to all appropriate federal, in its sole discretion, increase state and local withholding taxes: 4.1. An annual retainer (but not decreasethe “Annual Retainer”) such salary. (b) The Company shall also pay Employee, during the Employment Period, an annual target bonus, payable in January of each year for the preceding year, in an amount equal to fortythree (3) times the annual retainer payable to non-five percent (45%) employee members of Employee's base salary (the Board pursuant to the Company’s non-employee director compensation policies as in effect from time to time. The Annual Retainer shall be paid at the same time as retainers are paid to non-employee directors and shall be payable under Section 3(a) in restricted stock units which vest over one year; provided that Executive shall have the right to elect, on or before the date of grant, to receive the Annual Retainer in cash in lieu of restricted stock units. The initial Annual Retainer shall be prorated for the period commencing on the Effective Date through the date of the first annual meeting of the Company’s shareholders and shall be payable in cash as soon as reasonably practicable following the execution of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employee. (c) Employee 4.2. Executive shall be entitled to continue to participate in all group health or receive medical, disability and insurance programs and all other fringe benefit or retirement plans which the Company maylife insurance, in its sole and absolute discretion, elect to make available to its employees generally, provided Employee meets the qualifications therefor. (d) Employee shall be eligible to participate in the Company's 1998 Long- Term Incentive Plan (the "Plan") vacation and any other incentive plans benefits that Employer provides from time-to-time to its most senior executive officers. However, except as provided in Section 10.2, nothing herein is intended, or shall be construed to require Employer to institute or continue any, or any particular, plan or benefits other than insurance benefits which Executive may at his cost continue pursuant to COBRA. 4.3. During the Employment Term, the Board or the Compensation Committee shall grant Executive annual equity compensation awards of the Company. Upon the Employee's Disability (as defined in the Plan), termination same type and for an underlying number of employment with the Company due shares equal to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to: (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect to stock options granted to Employee on or after January 1, 2000, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to exercise such stock options at any time during the three (3) year period times the number of shares underlying the awards granted to each non-employee member of the Board pursuant to the Company’s non-employee director compensation policies as in effect from time to time. Any such equity compensation awards shall be granted at the date same time as the awards granted to non-employee members of Employee's Disability, Retirement the Board and shall contain such similar terms (not inconsistent with this Agreement or deathawards granted to non-employee members of the Board) as the Board and/or the Compensation Committee determine. (e) Employee 4.4. During the Employment Term, Executive shall either be entitled to paid vacation in accordance provided with the a Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality of Section 3(c), the Company shall pay -owned automobile for his business and personal use or reimburse Employee for the reasonable expenses incurred by the Employee in connection be provided with obtaining professional tax and financial planning advice, up to a maximum monthly automobile allowance of $7,500 in any calendar year during the Employment Period1,200.

Compensation and Other Benefits. (a) As compensation for his For all services hereunderrendered by ------------------------------- Executive to or on behalf of the Company or its affiliates during the term hereof, the Company shall pay Employeecompensate Executive as follows: (a) Effective as of the date hereof, during the Employment Period, a base salary payable in equal semi-monthly installments at an annual rate of $600,000, provided that such salary to Executive shall be reviewed annually by $190,000 per annum (the "Initial Base Salary"), payable bi-weekly in arrears in accordance with the Company's Boardnormal payroll policies. At the end of each calendar year during the Term, the base salary payable to Executive shall be increased, if applicable, by adding to the then current base salary the sum, if any, determined by multiplying the then current base salary by the percentage that the Consumer Price Index, as prepared by the Bureau of Labor Statistics of the Department of Labor of the United States for the city in which the Company's principal place of business is located, or a committee thereofat Executive's option, which where Executive's principal residence is located, entitled "Urban Wage Earners & Clerical Workers" for the calendar year then ended, has increased over the index from the previous calendar year (the Initial Base Salary and any increases thereto shall be referred to herein as the "Base Salary"). In addition, the Base Salary may be increased from time to time and in such amounts as the Compensation Committee of the Company may, in its sole discretion, increase (but not decrease) such salaryapprove. The official action of the Board of Directors increasing the Base Salary, if any, shall be deemed to amend the amount of the Base Salary stated in this paragraph 2(a). In addition to the Base Salary, the Company may, in the sole discretion of its Board of Directors, pay Executive additional bonus or other incentive compensation. (b) Executive shall be entitled to three (3) weeks of paid vacation during each twelve-month period of his employment hereunder to be scheduled for times mutually acceptable to Executive and the Company and otherwise in accordance with vacation policies established by the Company. If Executive does not use all of such paid vacation during such twelve-month period, Executive shall be entitled to elect to (i) take such unused portion of vacation during the next succeeding twelve-month period (in addition to the three (3) weeks of vacation that Executive is entitled to during such period), or (ii) receive payment at such time for any unused vacation days for such period. The Company shall also pay Employee, during Executive at the Employment Period, an annual target bonus, payable in January rate of each year his then current Base Salary for any unused vacation at the preceding year, in an amount equal to forty-five percent (45%) of Employee's base salary (payable under Section 3(a) termination of this Agreement) measured against objective criteria to be determined by the Company's Board, or a committee thereof, after good faith consultation with Employee. (c) Employee Executive shall be entitled to continue to participate in all group health receive additional benefits and insurance programs and all other fringe benefit or retirement plans which compensation from the Company may, in its sole such form and absolute discretion, elect only to make available to its employees generally, provided Employee meets the qualifications therefor.extent explicitly set forth below: (di) Employee During the Term, Executive shall be eligible entitled to participate in the Company's 1998 Long- Term Incentive Plan pension, group life, medical and other insurance, thrift, savings, deferred compensation, automobile allowance (the "Plan"in no event less than $700 per month) and any all other incentive plans of Company employee benefit plans, fringe benefits and allowances, as may from time to time be made available to the Company. Upon 's Chief Acquisition Officer, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer by the Employee's Disability (as defined in the Plan), termination Board of employment with the Company due to Retirement (as defined in the Plan) or death, Employee (or the legal representative of his estate, in the case of Employee's death) shall be entitled to:Directors. (i) full vesting and immediate exercisability of any outstanding stock options and other equity awards (and lapse of any forfeiture provisions) granted to Employee at any time; and (ii) with respect Executive may incur reasonable business expenses while on Company business, including expenses for hotels, meals, air travel, telephone, automobile, gasoline and similar items. Executive may also incur reasonable moving expenses and living and traveling expenses in the event that the Company requires Executive to stock options granted to Employee on or after January 1maintain his office outside of Greenwich, 2000Connecticut, Employee (or the legal representative for expenses, brokerage commissions, relocation expenses and other expenses incurred by Executive and/or members of his estate, in the case of Employee's death) shall be entitled to exercise such stock options family at any time during the three Term (3A) year period from in obtaining and maintaining temporary housing or other living accommodations in the date location in which Executive is required by the Company to maintain his office, which temporary housing or other living accommodations are satisfactory to Executive and consistent with Executive's current standard of Employeeliving, or (B) in traveling between Executive's Disability, Retirement then-existing home and such location. The Company shall either pay such reasonable out-of-pocket expenses directly or deathpromptly reimburse Executive for such reasonable out-of-pocket expenses incurred by Executive upon presentation of receipts and an itemized accounting of the expenses for which reimbursement is sought and any other documentation necessary to comply with applicable Internal Revenue Service rules and regulations. (ed) Employee All unvested Options shall be entitled to paid vacation in accordance with the Company's policy applicable to senior executives, but in no event less than four (4) weeks per calendar year. (f) Without limiting the generality automatically vest on a Change of Section 3(c)Control. For purposes of this paragraph, the Company shall pay or reimburse Employee for following terms have the reasonable expenses incurred by the Employee in connection with obtaining professional tax and financial planning advice, up to a maximum of $7,500 in any calendar year during the Employment Period.following meanings: