PERSONAL AND CONFIDENTIAL

In consideration of the additional compensation described in this Agreement, you hereby voluntarily, fully and unconditionally release and forever discharge the Company, its benefit plans, its present and former parent corporation(s), subsidiaries, affiliates and otherwise related entities and their respective incumbent and former employees, directors, plan administrators, officers and agents, individually and in their official capacities (collectively, the “Releasees”), from any and all charges, actions, causes of action, claims, demands, debts, dues, bonds, accounts, covenants, contracts, liabilities, or damages of any nature whatsoever, whether now known or unknown, to whomever made, which you or your heirs, executors, administrators, successors or assigns ever had, now have or may have against any or all of the Releasees for or by reason of any cause, nature or thing whatsoever, arising out of or related to your employment

with the Company or the termination of such employment occurring up to and including the date on which you sign this Agreement, including, by way of example and without limiting the broadest application of the foregoing, any actions, causes of action, or claims under any contract or federal, state or local decisional law, statutes, regulations or constitutions, any claims for notice, pay in lieu of notice, wrongful dismissal, breach of contract, defamation or other tortious conduct, discrimination on the basis of actual or perceived disability, age, sex, race or any other factor (including, without limitation, any claim pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Family Medical Leave Act of 1993; the Age Discrimination in Employment Act of 1967, as amended; Sections 1981 through 1988 of Title 42 of the United States Code; the Equal Pay Act of 1963; The National Labor Relations Act; The Vocational Rehabilitation Act; The Occupational Safety and Health Act of 1970; The Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan); The Consolidated Omnibus Budget Reconciliation Act of 1985; The Immigration Reform and Control Act, as amended; The Workers Adjustment and Retraining Notification Act; The Sarbanes-Oxley Act of 2002; The Fair Credit Reporting Act; New York State Human Rights Law; New York Rights of Persons With Disabilities; New York Confidentiality of Records of Genetic Tests; New York Whistleblower; New York Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim; New York Smokers’ Rights Law; New York Equal Pay Law; New York Equal Rights Law; The New York State Labor Relations Act; the general regulations of the New York State Division of Human Rights; The New York State Labor Law; The New York Wage Hour and Wage Payment Laws; The New York Minimum Wage Law, as amended; The New York City Administrative Code, Title 8, Chapter 1; The New York City Civil Rights Law; The New York Occupational Safety and Health Laws; The New York Non-Discrimination for Legal Activities Law; the New York City Administrative Code and Charter, as amended); and any claim pursuant to any other applicable employment standards or human rights legislation or for severance pay, salary, bonus, incentive or additional compensation, vacation pay, interest and/or attorney’s fees.

By:

/s/    Mark G. Morrison

/s/    Adrienne Lazarus

Amount of Severance Pay: $1,162,500.00, less applicable taxes and deductions.

Payment Start Date and Method of Payment: The Severance Pay will be paid in the following manner:

As soon as practicable after the six month period following your Separation Date (on or about February 15, 2009), you will receive a payment of ($656,250.00).

Following this initial payment, you will receive the remaining Severance Pay ($506,250.00) in 12 substantially equal semi-monthly installments and in the same manner as the Company’s regular payroll practice

You are eligible to receive 12 months of outplacement services as selected by the Company. You must begin to utilize the outplacement services within the first 12 months after your Separation Date.

/s/    Mark G. Morrison

10/27/08

/s/    Adrienne Lazarus

10/23/08