FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Section 1(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

Section 2 of the Agreement is hereby deleted and replaced with the following:

Effective as of January 1, 2015, Section 3.1 of the Agreement shall be deleted and replaced with the following:

Effective as of January 1, 2015, Section 3.2 of the Agreement is hereby deleted and replaced with the following:

For each fiscal year of Company commencing with 2015, Employee will be entitled to earn a cash annual bonus payment based on performance metrics and goals determined by the Compensation Committee of the Board in good faith and in consultation with Employee (the “Bonus”). Employee’s target Bonus opportunity shall equal 70% of the dollar value of the CEO’s target annual bonus opportunity with respect to each of 2015 and 2016, and 50% of the dollar value of the CEO’s target bonus opportunity with respect to 2017. For the avoidance of doubt, Employee’s actual earned Bonus will be based on the actual performance results applicable to Employee which may differ from the performance results applicable to the CEO’s actual bonus payout; provided that the financial component of the Bonus for a fiscal year as well as the percentage it serves for such bonus shall be the same as the financial component and percentage applicable to the annual bonus for such year for the CEO. The Bonus, if any, shall be paid to Employee in cash within two and one-half (2.5) months after the end of the applicable fiscal year. Notwithstanding anything to the contrary in the Agreement, for all terminations of Employee’s employment which occur on or after the last day of a Performance Period (as defined in Exhibit A to the Employment Agreement Amendment dated as of January 1, 2012), Employee will remain entitled to the Bonus for such Performance Period to the extent earned based on actual performance and the targets applicable to Employee with respect to such full Performance Period. For the avoidance of doubt, Section 3.2 of the Agreement in effect prior to the Fourth Amendment Effective Date shall govern the fiscal year 2014 bonus.

For each fiscal year of Company commencing with 2015, Employee will be granted an annual long-term incentive compensation opportunity (an “LTI Award”) in the form of restricted stock units (“RSUs”) based on Holdings common stock and based on vesting terms consistent with terms applicable to the RSUs granted to Employee on May 20, 2014. The grant date value of Employee’s LTI Award for each of 2015 and 2016 shall equal 70% of the grant date value of the CEO’s long-term incentive compensation opportunity with respect to each of 2015 and 2016, respectively, and the grant date value of Employee’s LTI Award for 2017 shall equal 50% of the grant date value of the CEO’s long-term incentive compensation opportunity with respect to 2017 (with such grant date valuations determined in a manner consistent with the financial reporting methodologies utilized for such equity grants). The LTI Award for a fiscal year will be awarded to Employee on the same date the annual long-term incentive compensation award is granted to the CEO. In addition, upon vesting, shares representing the LTI Award shall be delivered to Employee no later than 30 days thereafter. Any award agreement for an LTI Award shall be consistent with this Agreement. Finally, all current and outstanding equity award agreements between Employee and Holdings, including without limitation, the Restricted Stock Unit Award Agreement and the Stock Option Agreement between Holdings and Employee dated as of May 20, 2014 and any future grants, including without limitation, any RSU grants (other than the Special Retention Grant, as described below), shall receive the benefit of Section 5 of the Employment Agreement Amendment dated as of May 20, 2014 (the “Third Amendment”) with respect to accelerated vesting of all equity awards upon a termination without Cause, for Good Reason, retirement or death or Disability and the extended post-termination exercise period for stock options upon such terminations.

On December 31, 2014, Employee shall receive a grant of RSUs based on Holdings common stock with a grant date value of $2,750,000 (the “Special Retention Grant”). The RSUs granted to Employee in the Special Retention Grant shall vest in equal annual installments on each of the first three anniversaries of the grant date contingent upon Employee’s continued employment through such vesting dates, with dividend equivalents that accrue and vest on the same terms as the underlying shares, subject to accelerated vesting in the event of Employee’s termination without Cause, for Good Reason or upon death or Disability. The shares and dividend equivalents underlying the RSUs shall, to the extent vested, be delivered to Employee in twelve (12) separate equal monthly installments, beginning on the date of Employee’s termination of employment (subject to any delay in delivery as may be required in accordance with Section 26 of the Agreement). Notwithstanding anything in this Agreement to the contrary, RSUs granted in the Special Retention Grant will not be eligible for vesting in the event of Employee’s voluntary retirement (other than for Good Reason, death or Disability) as set forth in Section 5 of the Third Amendment, and therefore any unvested RSUs will be forfeited upon any termination of Employee’s employment, other than due to a termination without Cause, for Good Reason, death or Disability. The award agreement for the Special Retention Grant shall be consistent with this Agreement.

The following sentence is hereby added to the end of Section 6.1(a) of the Agreement:

Section 6.3 of the Agreement is hereby deleted and replaced with the following:

Section 6.4 of the Agreement is hereby deleted and replaced with the following:

The assignment to Employee of duties that represent a Substantial Adverse Alteration in the nature or status of his responsibilities. A “Substantial Adverse Alteration” of Employee’s status or responsibilities shall include, but not be limited to, (i) any change in Employee’s authority whereby Employee does not report directly to the Board, (ii) if any other employee or person (other than the Board itself) is given authority by the Board whereby such person is senior to or otherwise entitled to exercise authority over Employee, or Employee reports to such person, or (iii) in the event Holdings and/or the Company or Holdings and/or the Company’s stockholders, as applicable, cause Employee, without Employee’s consent, to cease to be a director of Holdings, Executive Chairman of Holdings or Chairman of the Board (other than due to Employee’s death or Disability); provided, however that change in duties contemplated by this Amendment (including the duties mutually agreed by the Board and Employee prior to the Fourth Amendment Effective Date) shall not constitute a Substantial Adverse Alteration such that Employee may resign for Good Reason.

Any reduction in his annual Base Salary or his bonus computation formula; provided, however, that the revised compensation package contemplated by the Fourth Amendment to this Agreement shall not be grounds for Employee to resign for Good Reason.

The required relocation to a place of business more than 50 miles away from Employee’s current place of business.

Any material breach by Holdings and/or the Company of this Agreement or any other agreement with, or obligation to or for the benefit of, Employee, including but not limited to any stock option or benefit plan or registration rights agreement, in each case that is adverse to Employee.

Section 6.5(a) of the Agreement and all of its subsections are hereby deleted in their entirety and replaced with the following:

Section 6.5(d)(i) of the Agreement is hereby amended to add the following new last sentence thereof:

A new Section 6.7 is hereby added to the Agreement as follows:

Section 26 of the Agreement is hereby amended to add a new last sentence thereof to read as follows:

The Company will directly pay Employee’s legal counsel for reasonable professional fees incurred in connection with the negotiation and preparation of this Amendment in an amount not to exceed $25,000.

Each party represents and warrants to the other party that this Amendment has been duly authorized, executed and delivered by such party and constitutes the valid and binding obligation of such party, enforceable in accordance with its terms. Without limiting the generality of the foregoing, Holdings represents and warrants to Employee that this Amendment has been duly authorized by its Compensation Committee and will be duly ratified by its board of directors.

Except as expressly amended or modified hereby, the Agreement will and does remain in full force and effect in accordance with its terms.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.