FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

(D) NON-RENEWAL BY COMPANY; TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD CAUSE.  If the Employee’s employment with the Company is terminated by the Company without Cause pursuant to Section 7(C) or if the Company terminates Employee’s employment following its notice of non-renewal, in each case the Employment Period (and Employee’s employment) shall end on a date to be determined by Company, or if Employee’s employment with the Company is terminated by Employee for Good Cause pursuant to Section 7(D), the Company will, within 45 days of said termination, pay in a lump sum amount to the Employee his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).  In addition, commencing on the date of Employee’s termination of employment the Company will pay to Employee, in periodic installment payments twice per month over a period of three years in accordance with ordinary payroll practices and deductions, an amount equal to three times the average of Employee’s annualized base salary for the current and prior full year of employment (the sum of such payments, the “Installment Amount”), provided that such payments shall cease on, and Employee shall forfeit any right to such payments payable after, the date that is sixty (60) days after the date of Employee’s termination of employment (the “Payment Date”) if Employee has not signed and returned a severance agreement and general release of claims in a form and manner satisfactory to Company (such an agreement and release, the “Release”) by the Payment Date or if the Release remains subject to revocation on the Payment Date.  

Further, if Employee signs the Release and the Release is no longer subject to revocation, if applicable, on the Payment Date, then the Company will (1) pay to Employee, on the Payment Date, a cash lump sum amount equal to difference between (i) two times the sum of (x) the average of Employee’s annualized base salary for the current and prior full year of employment plus (y) 120% of the average of Employee’s annualized base salary for the current and prior full year of employment less (ii) the Installment Amount (such difference, the “Lump Sum Amount”), (2) pay to Employee, on the Payment Date, an outplacement cash lump sum benefit equal to $20,000, (3) shall allow Employee and his eligible dependents to participate in the Company’s health benefit plans under which Employee and his dependents were covered under as of the date of his termination of employment for a period of three years after the date of the Employee’s termination of employment with the Company; provided that Employee pays the then-current applicable monthly premium chargeable to an individual who elects continuation coverage under COBRA for such health benefit plans, which the amount of such premium paid by Employee shall be reimbursed to him by the Company on a monthly basis, (4) continue to provide Employee access to secretarial services, at Company expense, for a period of six months following such termination of employment, and (5) a payment (the “Equity Value Preservation Payment”), to be paid in a lump sum on the Payment Date, calculated as follows: