Addendum to Employment Agreement for Steve Shawley – Relocation and Loss-on-Sale Protection

Summary

This letter is an addendum to Steve Shawley's employment agreement, confirming that the company will provide special relocation benefits as he moves to North Carolina for his new role as Chief Financial Officer. The company will cover any loss on the sale of his Minneapolis and Missouri homes, paying the difference between their appraised values and original purchase prices. Additionally, the company will reimburse him for any extra taxes resulting from this benefit. These exceptions were approved by the Chairman and the Compensation Committee.

EX-10.9 2 v122295_ex10-9.htm

U.S. Executive Offices

P.O. Box 0445

155 Chestnut Ridge Road

Montvale, NJ 07645

August 7, 2008

Mr. Steve Shawley

21 Upper Conway Court

Chesterfield, MO 63017

Dear Steve,

The purpose of this letter, which serves as an addendum to your employment agreement dated June 5, 2008, is to confirm additional considerations agreed to by the Chairman and the Compensation Committee of the Board.

Since your new role as Chief Financial Officer requires relocation to North Carolina, and results in the sale of both your Minneapolis and Missouri homes during a downturn in the housing market, two exceptions to the Company’s relocation policy have been approved. The first exception provides loss-on-sale protection to cover the full difference between the appraisal value and the documented purchase price paid for both homes. The second exception provides for Company reimbursement to offset any additional taxes that may result from the first exception.

Steve, if you have any questions or concerns regarding the provisions of this letter, please do not hesitate to contact me directly on ###-###-####.

Very truly yours,

Robert C. Butler

Vice President, Global Compensation & Benefits