Preview | Employment Agreement |

1. Employment. Executive will serve as _________of the Company for the Employment Term specified in Section 2 below. Executive will report to the Chief Executive Officer of the Company (the Chief Executive Officer) and the Board of Directors of the Company (the Board), and Executive will render such services, consistent with the foregoing role, as the Chief Executive Officer or the Board may from time to time direct.

2. Term. The employment of Executive pursuant to this Agreement shall continue from the effective date noted in the Recitals through December 31, 2007 (the Employment Term), unless extended or earlier terminated as provided in this Agreement. The Employment Term shall automatically be extended for additional one-year periods commencing on January 1, 2008 and continuing each year thereafter, unless either Executive or the Company gives the other written notice, in accordance with Section 12(a) and at least ninety (90) days prior to the then scheduled expiration of the Employment Term, of such partys intention not to extend the Employment Term.

3. Salary. As compensation for the services rendered by Executive under this Agreement, the Company shall pay to Executive a base salary initially equal to $______ per year (Base Salary) for calendar year 2007, payable to Executive in accordance with the Companys payroll practices as in effect from time to time during the Employment Term. The Base Salary shall be subject to adjustment by the Board or the Compensation and Management Committee of the Board, in the sole discretion of the Board or such Committee, on an annual basis; provided, however, that Executives salary may not be decreased other than any such reduction consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company.

or its Compensation and Management Committee, in the discretion of the Board or such Committee, and shall be payable based on achievement of specified Company objectives.

5. Executive Benefits.

(a) Employee and Executive Benefits. Executive will be entitled to receive all benefits provided to senior executives, executives and employees of the Company generally from time to time, including medical, dental, life insurance and long-term disability, and the executive split-dollar life insurance and executive disability plan, in each case so long as and to the extent the same exist; provided, that in respect to each such plan Executive is otherwise eligible and insurable in accordance with the terms of such plans.

(b) Vacation, Sick Leave, Holidays and Sabbatical. Executive shall be entitled to vacation, sick leave, holidays and sabbatical in accordance with the policies of the Company as they exist from time to time. Vacation which is not used during any calendar year will roll over to the following year only to the extent provided under the Companys vacation policies as they exist from time to time.

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