EXECUTIVE EMPLOYMENT AGREEMENT

(ii)   You shall not receive any of the benefits pursuant to Section 4.b.(i) unless you execute the Release within the consideration period specified therein and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive benefits pursuant to Section 4.b(i) is further conditioned upon your: returning all Cardinal property; complying with your post termination obligations under this Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein.

(iii)  The benefits provided to you pursuant to this Section 4.b are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Cardinal severance plan, policy or program.

c.     You may voluntarily terminate your employment with Cardinal upon thirty (30) days prior written notice directed to Cardinal’s Chairman, President and Chief Executive Officer (“CEO”). The Chairman, President and CEO, in his sole capacity may waive this notice requirement.

d.     In the event of your death, your employment will terminate as of the date of death. If your employment is terminated by reason of your death, then Cardinal shall pay your accrued salary through the date of termination and thereafter have no further obligation to pay compensation to you. The entitlement of any of your beneficiaries to benefits under any Cardinal benefit plan shall be determined in accordance with applicable law and the provisions of such plan.

e.     Subject to applicable state and federal law, Cardinal shall at all times have the right, upon written notice to you, to terminate this Agreement based on your Disability (as defined below). Termination by Cardinal of your employment based on “Disability” shall mean termination because you are unable due to a physical or mental condition to perform the essential functions of your position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event your employment is terminated based on your Disability, Cardinal shall pay your accrued salary through the date of termination and thereafter have no further obligation to pay compensation to you. The entitlement of any of your beneficiaries to benefits under any Cardinal benefit plan shall be determined in accordance with applicable law and the provisions of such plan.

f.      Regardless of the basis of your termination of employment, you agree to provide all assistance requested by Cardinal in transitioning your duties, responsibilities client and other Cardinal relationships to other Cardinal personnel, both during your employment and after your termination or resignation. The level of services requested following termination will remain below the level that would result in a postponement of your “separation from service,” within the meaning of Treasury Regulations under Code section 409A, beyond the date of your termination of employment.

5.     Chance in Control. Notwithstanding the terms and conditions set forth in Section 4 of this Agreement, in the event of a Change in Control (as defined below) Cardinal agrees on behalf of itself and any successor to continue your employment pursuant to this Agreement for a period of twelve (12) months following the Change in Control and to enter into an agreement with you within the twelve month period to continue your employment thereafter. In the event Cardinal or any successor to Cardinal fails to continue your employment for the full twelve (12) month period, then, in lieu of the benefits, if any, to which you would otherwise be entitled under Section 5, provided you execute a general release in favor of Cardinal, in a form acceptable to Cardinal: (i) within thirty (30) days of the effective date of the release, Cardinal shall pay you an amount equal to your base salary for the remainder of the twelve (12) months period plus two (2) times of your base salary for a period of twelve months, less required and authorized withholdings and deductions, on Cardinal’s regular payroll dates, and (ii) if you are participating in Cardinal’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, Cardinal shall pay that portion of your COBRA premiums that Cardinal was paying prior to the effective date of termination for the Severance Period or for the continuation period for which you are eligible, whichever is shorter. Cardinal’s COBRA premium payment obligation will end immediately if you obtain health care insurance from any other source during the Severance Period. In the event Cardinal continues your employment for the full twelve (12) month period but you and Cardinal fail to reach an agreement for your continued employment thereafter, then, in lieu of the benefits, if any, to which you would otherwise be entitled

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under Section 5, provided you execute a general release in favor of Cardinal, in a form acceptable to Cardinal: within thirty (30) days of the effective date of the release, Cardinal shall make a lump sum payment to you in an amount equal to two (2) times your base salary. Notwithstanding the foregoing, to the extent required because you are a “specified employee” for purposes of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the date of your termination, the payments described above in this section 5 will commence on the first day of the month following the six-month anniversary of the your date of termination, with the first payment to include amounts required to be delayed under this sentence. Interest shall accrue on the initial payment from the date amounts would have been paid absent the required delay, at the Prime Rate of Interest in effect on the date of termination and as reported in the Wall Street Journal. The six month delay described in this section shall only apply to the extent the exemption from Code Section 409A for certain amounts payable solely on an involuntary separation from service is not available. The exemption is available if amounts payable do not exceed two times the lesser of (a) your annual rate of pay for the year prior to the year of the separation from service or (b) the 401(a)(17) limit for the year of the separation from service

a.     For the purpose of this Agreement, “Change in Control” means a merger or consolidation in which (i) Cardinal is a constituent party, or (ii) a Company Subsidiary is a constituent party and Cardinal issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving Cardinal or a Company Subsidiary in which the holders of capital stock of Cardinal immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation more than fifty (50) percent by voting power of the capital stock of or ownership interest in (A) the surviving or resulting entity or (B) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity. “Change in Control” may also mean the sale, in a single transaction or series of related transactions, (i) by Cardinal of all or substantially all the assets of Cardinal (except where such sale is to a wholly owned subsidiary of the Company), or (ii) by the stockholders of Cardinal of more than fifty (50) percent by voting power of the then-outstanding capital stock of Cardinal. Finally, a “Change of Control” may constitute the occurrence of any agreement, happening or device, which has substantially the same effect on the control of Cardinal as any of the foregoing.

b.     In the event that the aggregate of all payments or benefits made or provided to, or that may be made or provided to, you under this Agreement and under all other plans, programs and arrangements of Cardinal (the “Aggregate Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such payments and benefits shall be equal to the Reduced Amount. The “Reduced Amount” shall be the largest portion of the payments and benefits that would result in no portion of the payments and benefits being subject to the Excise Tax. Cardinal shall determine the procedures and manner of making the calculation required above, and the method to order the reduction of the Aggregate Payment (i.e., whether equity or cash payments get reduced first). You and Cardinal shall cooperate with each other in connection with any proceeding or claim relating to the existence or amount of liability for Excise Tax.