Preview | Employment Agreement [Amended and Restated]

WHEREAS, the Company recognizes the Executives substantial contribution to the growth and success of the Company, desires to provide for the continued employment of the Executive and to make certain changes in the Executives employment arrangements with the Company, which the Board has determined will reinforce and encourage the continued attention and dedication to the Company of the Executive as a member of the Companys senior management in the best interests of the Company and its shareholders;

1. Term of Agreement. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the date hereof (the Effective Date) and ending on the second anniversary of the Effective Date (the Initial Term). Beginning on the second anniversary of the Effective Date, the Initial Term shall be automatically extended for successive two-year terms unless either the Company or the Executive shall give (in accordance with Section 11(b)) the other party written notice (a Notice of Non-Renewal) at least ninety (90) days but not more than one hundred and twenty (120) days prior to the expiration of such term of intention not to extend this Agreement (except in the instance of a mutually agreed upon retirement after age 65); provided, however, that any Notice of Non-Renewal given during the CIC Period (defined in Section 4(a)(i)) shall be effective only at the expiration of the CIC Period; and further provided that if the Company enters into an agreement that would constitute a Change in Control if consummated (the date of such agreement being a Potential Change in Control) then any Notice of Non-Renewal provided after such Potential Change in Control or within three (3) months prior to such Potential Change in Control shall not be effective until the expiration of the CIC Period or, if no Change in Control occurs within twelve (12) months of a Potential Change in Control, the expiration of such twelve (12) month period.

(i) The Executive shall serve as Executive Vice President, Legal and Administrative Affairs and General Counsel of the Company until May 15, 2002 and Senior Executive Vice President, Legal and Administrative Affairs and General Counsel of the Company, as a publicly held company, after May 15, 2002 with the appropriate authority, duties and responsibilities attendant to such position, it being understood that from time to time the scope of such authority, duties and responsibilities will vary depending upon such matters as acquisitions, dispositions and the evolving organizational structure of the Company and shall generally carry with it responsibility for such staff functions as Law, Human Resources, Facility Management, Internal Audit and Government Relations.

(ii) Excluding any periods of vacation and sick leave to which the Executive is entitled, the 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 the Executive hereunder, to use the Executives reasonable best efforts to perform such responsibilities. It shall not be a violation of this Agreement for the Executive to (A) serve, with prior approval of the Board, on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executives responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executives responsibilities to the Company.

(i) Annual Base Salary. The Executive shall receive an annual base salary (Annual Base Salary) of $400,000. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.