---

•

Pursuant to the Termination Benefits Agreement, the Company must provide Mr. Stevenson certain benefits (discussed below) upon any termination of his employment except (i) termination by reason of the voluntary resignation by Mr. Stevenson (other than termination following a change in control), (ii) termination for cause (as defined in the Termination Benefits Agreement) or (iii) termination upon normal retirement (as defined in the Termination Benefits Agreement) by Mr. Stevenson. Neither permanent nor long-term disability status nor the death of Mr. Stevenson is deemed a termination for purposes of the Termination Benefits Agreement. Termination with the exceptions set forth above is referred to herein as an “Eligible Termination Event.”

---

•

Subject to the mitigation provisions discussed below and Mr. Stevenson's execution of a release of claims in respect of his employment with the Company, the Company must provide Mr. Stevenson the following benefits upon an Eligible Termination Event: (i) (A) periodic payment in the amount of Mr. Stevenson's then-effective base salary until Mr. Stevenson has been paid one and one-half times his annual base salary at the highest rate in effect in the preceding twelve months (the “Termination Payment Amount”) or (B) in the case of a change in control (as defined in the Termination Benefits Agreement) and if the Company terminates Mr. Stevenson's employment without cause within twelve months following such change in control or Mr. Stevenson resigns within ninety days following such change in control (a “Change in Control Termination”), a lump sum payment, within thirty days of the date of termination or resignation, equal to three times Mr. Stevenson's annual base salary at the highest rate in effect in the preceding twelve months, (ii) any accrued vacation pay due but not yet taken at the date of the Eligible Termination Event, (iii) continued participation (including dependent coverage) in life and disability plans, and certain other similar fringe benefits of the Company (or similar benefits provided by the Company) (the “Fringe Benefits”) in effect immediately prior to the date of termination for a period of eighteen months from the date of termination, or thirty-six months in the case of a Change in Control Termination, to the extent allowed under the applicable policies, and (iv) an amount equal to the applicable COBRA premium rate, if any, for a period of eighteen (18) months from the Termination Date, or thirty-six (36) months in the case of a Change in Control Termination, for health, dental and other similar COBRA coverage for Mr. Stevenson and his eligible dependents (such payments to be includible in Mr. Stevenson's gross income).

•	Mr. Stevenson is not entitled to any bonus under any Company executive bonus plan for the year in which the Eligible Termination Event occurs.

•	In addition, upon an Eligible Termination Event, the Company will engage an outplacement counseling service of national reputation, at its own expense, to assist Mr. Stevenson in obtaining employment until the earliest of (i) two years from the date of the Eligible Termination Event, (ii) such date as Mr. Stevenson obtains employment or (iii) Company expenses related thereto equal $10,000.

•

Mr. Stevenson is required to mitigate any Termination Payment Amount paid under the Termination Benefits Agreement by seeking other comparable employment as promptly as practicable after the Eligible Termination Event. Such Termination Payment Amount due under the Termination Benefits Agreement will be offset against or reduced by any amount earned from such other employment. The Fringe Benefits will terminate upon Mr. Stevenson's obtaining such other employment.

•

The initial term of the Termination Benefits Agreement expires on December 31, 2013 (the “Term”); provided, however, that the Term shall automatically extend for successive one (1) year periods on December 31, 2013 and each anniversary thereof, unless Mr. Stevenson's employment is terminated prior thereto or the Company provides written notice to Mr. Stevenson of the Company's intention not to extend the Term at least six (6) months prior to the applicable extension date.

•

The Termination Benefits Agreement also contains obligations on Mr. Stevenson's part regarding nondisclosure of confidential information, return of Company property, non-solicitation of employees during employment and for a period of one year following the termination of employment for any reason, non-disparagement of the Company and its business and continued cooperation in certain matters involving the Company.

---

---

---