Preview | Employment Agreement |

1. Employment Period. The initial term of Executives employment will commence on July 17, 2006 (the Effective Date) and end on the third anniversary of the Effective Date (the Initial Employment Period), unless terminated earlier pursuant to Section 3 of this Agreement; provided, however, that as of the expiration date of each of (a) the Initial Employment Period and (b) if applicable, any Renewal Period (as defined below), the Employment Period will automatically be extended for a one-year period (each, a Renewal Period), unless either party gives at least ninety (90) days written notice prior to such expiration date of its intention not to renew the Employment Period (the Initial Employment Period and each subsequent Renewal Period shall constitute the Employment Period). The Employment Period shall automatically end upon termination of Executives employment for any reason. Notwithstanding anything to the contrary contained herein, (i) absent the occurrence of a Change of Control (as defined below) prior thereto, the Employment Period shall automatically terminate on the five-year anniversary of the Effective Date, unless terminated prior thereto pursuant to the terms hereof, and (ii) upon a Change of Control occurring prior to the five-year anniversary of the Effective Date, the Employment Period shall automatically be extended so as to end no earlier than the two-year anniversary of the Change of Control. Upon Executives termination of employment with the Company for any reason, he shall immediately resign all positions (including directorships) with the Company or any of its subsidiaries or affiliates.

(i) During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company with such authority, duties and responsibilities as are commensurate with such position and as may be consistent with the Companys practices from time to time with respect to the management of its subsidiaries and businesses, and Executives services shall be performed at the Companys headquarters in the Ann Arbor, Michigan area, subject to reasonable business travel at the Companys request. In addition, effective as of the Effective Date, the Company shall cause Executive to be appointed as a member of the Board of Directors of the Company (the Board of Directors), and shall nominate Executive for election and re-election to the Board of Directors as and when Executives term expires while Executive remains employed under this Agreement. Executive shall report directly to the Board of Directors.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his business attention and time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use his reasonable best efforts to perform faithfully and efficiently such responsibilities and not to engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company, except with the consent of the Board of Directors. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in non-profit, civic and charitable activities that do not conflict with the business and affairs of the Company or interfere with Executives performance of his duties hereunder without the necessity of obtaining the consent of the Board of Directors.

(i) Base Salary. During the Employment Period, Executive shall receive an annual base salary (Base Salary) of $775,000. The Base Salary shall be reviewed from time to time for increase (but not decrease) in accordance with the Companys regular practices, and, if increased, the term Base Salary shall refer to such increased amount. Executives Base Salary shall be pro rated to take into account any fiscal year of the Company during which Executive is not employed by the Company for the entire fiscal year of the Company. Executives Base Salary shall be paid in equal installments in accordance with the Companys standard policy regarding payment of compensation to executives.

(ii) Annual Bonus. With respect to each fiscal year of the Company ending during the Employment Period, Executive shall be eligible to receive an annual bonus (the Annual Bonus) pursuant to the terms of the Companys Annual Incentive Bonus Plan or any successor plan of the Company (AIP) in an amount determined by the Compensation Committee of the Board of Directors (the Compensation Committee), based on performance goals established by the Compensation Committee in accordance with the terms of the AIP, and with a target Annual Bonus equal to 80% of Executives Base Salary as in effect at the beginning of the Companys fiscal year (the Target Bonus), but subject to a maximum Annual Bonus equal to 160% of Base Salary; provided, however, that with respect to the Companys fiscal year 2006, Executives Annual Bonus shall be based on his Base Salary at the beginning of the Employment Period and shall be pro rated to take into account the fact that Executive did not commence service with the Company until July 17, 2006, such amount to be determined by the Compensation Committee. Pursuant to the terms of the AIP, Executive shall receive at least twenty percent of each Annual Bonus in the form of restricted shares of common stock of the Company (Restricted Common Stock). Subject to the terms of the AIP and any deferral election procedures thereunder, Executive may elect to receive up to 100% of each Annual Bonus in the form of Restricted Common Stock. Any Annual Bonus award made pursuant to this Section 2(b)(ii) (including any Restricted Common Stock granted in lieu of a cash payment) shall be subject to the applicable terms of the AIP and, in the case of Restricted Common Stock granted in satisfaction of Annual Bonus, shall be on similar terms and conditions as those applicable to the awards granted to similarly situated executives of the Company in respect of the same fiscal year and otherwise shall be in accordance with the Companys 2004 Long-Term Incentive Plan or any successor plan of the Company (the LTIP).