Severance Pay. In exchange for Employee's promises contained herein, the Company agree:

Premium Pay. Include the amount of salaries and wages over and above the basic rate of pay.

Recreation Pay. The Employee shall be entitled to annual recreation pay (“Dmey Havra-ah”) for 10 days per year, in the amount determined in accordance with the applicable law.

Vacation Pay. Company will pay you any accrued and unused vacation time and personal time unreimbursed expenses incurred by you, and all accrued and vested benefits owed to you in each case through the Separation Date and in accordance with Company’s policies.

Severance Pay. The severance pay provided to the Executive if involuntarily terminated under the terms of this Agreement consists of an amount equal to one times (lx) his regular annual base salary.

Separation Pay. In exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and even though the Company has no prior obligation to provide you with separation benefits, beginning on the Effective Date (as defined below) the Company will pay you a severance amount equal to # 39 weeks of base salary less applicable payroll tax withholdings and deductions (the “Weekly Separation Pay”); and # a payment equal to nine months cost of COBRA coverage under the Company’s group health plan for you and your family members who are entitled to such COBRA coverage, should you make a timely election for such coverage (the “COBRA Separation Pay”) (collectively, the Weekly Separation Pay and COBRA Separation Pay shall be referred to as the “Separation Pay”). The COBRA Separation Pay shall be paid by the Company directly to its insurance carrier prior to such payment being due. The Company is not required to pay you the Separation Pay if you fail to sign, or if you revoke, this Agreement. You acknowledge that the Separation Pay will represent wages and will be subject to income tax and other legally- required withholding, and will be reported by the Company as income to you on an IRS Form W-2.

Base Pay. “Base Pay” shall mean all annual cash compensation received by an Employee. If any Offering is a six-month Offering, the Base Pay shall be divided by one-half.

Severance Pay. The Company will pay you the Non-Change in Control Cash Severance for a Participant who is not the Chief Executive Officer of the Company, as set forth in Section 4(a)(ii) of the Severance Plan; provided, however, that for purposes of this Agreement, the Company will calculate the “Severance Multiplier” under the Severance Plan as if you had been employed by the Company for four full years (which, for the avoidance of doubt, will mean such Severance Multiplier will equal ten for purposes of calculating your cash severance benefits).

Severance Pay. If you do not rescind this Agreement as set forth in Section 7 below, the Company shall provide you with six (6) months of severance pay, in the total gross amount of One Hundred and Sixty-Seven Thousand and Five Hundred Dollars ($167,500.00) (the “Severance Pay”). The Severance Pay will be payable in equal installments at your current bi-weekly amount on the normal bi-weekly payroll schedule, less applicable deductions and withholdings.

Best Efforts; Other Activities. Executive will expend Executive’s best efforts on behalf of the Company, and will abide by all policies and decisions made by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of the Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for the Company and, except upon the prior written consent of the Board of Directors, Executive will not # accept any other employment, or # engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be in conflict with, or that might place Executive in a conflicting position to that of, the Company. Notwithstanding the foregoing, Executive shall be permitted to engage in occasional charitable activities outside the scope of Executive's employment with the Company so long as such activities # do not conflict with the actual or proposed business of the Company or any of its subsidiaries or affiliates, and # do not affect the performance of Executive's duties hereunder. In addition, subject to the prior written consent of the Chief Executive Officer or Board of Directors of the Company and subject to the satisfaction of Executive’s fiduciary duties to the Company, Executive may be permitted to serve as a director of other corporations provided that their businesses are not competitive with the actual or proposed business of the Company or any of its subsidiaries or affiliates and provided further that Executive’s service as a director of such other corporations does not interfere with Executive's performance of Executive's duties hereunder. In the sole discretion of the Chief Executive Officer or the Board of Directors, any such prior written consent may be subsequently revoked in the event that the Chief Executive Officer or Board of Directors determines that Executive’s position as a director of any such other corporation has developed into a conflict of interest. In the event of a conflict in the policies of the Company and this Agreement, this Agreement will control the relationship between the parties.