Sincerely,/s/ Scott J. DolanScott J. DolanPresident and Chief Executive OfficerSeen and Accepted:/s/ Blain A. Tiffany4/26/2013Blain A. TiffanyDate

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You would continue on the payroll as an employee until June 1, 2013 ("Termination Date"), but would resign as an officer effective April 29, 2013, and be available as needed thereafter to assist with any transition matters until your Termination Date (up to a maximum of 40 hours per week).

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You would receive all benefits you would otherwise be entitled to under your Severance Agreement for Good Reason termination, except that: (i) you will receive a lump sum severance payment equal to 5 months' base pay (instead of one year); and (ii) permitted use of the Company-leased car shall be limited to 5 months from the Termination Date, or such earlier date as you commence employment with another employer. All of the other terms and conditions in the Severance Agreement would continue to apply, including the delivery of a valid release as a condition of payment.

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Effective upon your resignation as an officer on April 29, 2013, you would be relieved from the executive stock ownership guidelines.

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You would receive your $62,500 cash retention bonus upon its scheduled vesting date of June 1, 2013, but you would forfeit the remaining restricted stock portion of your retention bonus which would have otherwise vest on December 31, 2014.