ALLIED WASTE INDUSTRIES INC
EX-10.5
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<FILENAME>p75984exv10w5.htm
<DESCRIPTION>EX-10.5
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT 10.5</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXECUTIVE EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (&#147;Company&#148;) and EDWARD A. EVANS
(&#147;Executive&#148;) enter into this amended and restated Executive Employment Agreement (&#147;Agreement&#148;) as
of this 22<SUP style="font-size: 85%; vertical-align: text-top">nd</SUP> day of June, 2008 to set forth the terms and conditions of Executive&#146;s employment.
This Agreement supersedes any prior employment agreement(s) between the parties. The parties agree
as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<B>Certain Definitions and Understandings</B>. As used in this Agreement, the following terms have
the meanings prescribed below:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Annual Incentive Compensation </I>is defined in Section&nbsp;4.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Base Salary </I>is defined in Section&nbsp;4.1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Beneficial Owner </I>is defined in Rule&nbsp;13(d)-3 under the Exchange Act; provided, however, and
without limitation, that any individual, corporation, partnership, group, association or other
person or entity that has the right to acquire any Voting Stock at any time in the future, whether
such right is (a)&nbsp;contingent or absolute, or (b)&nbsp;exercisable presently or at any time in the
future, pursuant to any agreement or understanding or upon the exercise or conversion of rights,
options or warrants, or otherwise, shall be the Beneficial Owner of such Voting Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Board of Directors (or Board) </I>means the Company&#146;s Board of Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Cash Termination Excise Tax </I>is defined in Section&nbsp;6.6(a).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Cause </I>is defined in Section&nbsp;5.3.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change in Control </I>of the Company means one of the following: (a)&nbsp;the Company merges or
consolidates, or agrees to merge or to consolidate, with any other corporation (other than a
wholly-owned direct or indirect subsidiary of the Company) and is not the surviving corporation (or
survives as a subsidiary of another corporation), (b)&nbsp;the Company sells, or agrees to sell, all or
substantially all of its assets to any other person or entity, (c)&nbsp;the Company is dissolved, (d)
any third person or entity (other than Apollo Advisors, L.P., The Blackstone Group L.P., or a
trustee or committee of any qualified employee benefit plan of the Company) together with its
Affiliates shall become (by tender offer or otherwise), directly or indirectly, the Beneficial
Owner of at least 30% of the Voting Stock of the Company, or (e)&nbsp;the individuals who constitute the
Board of Directors of the Company as of September&nbsp;19, 2005 (&#147;Incumbent Board&#148;) shall cease for any
reason to constitute at least a majority of the Board of Directors; provided, that any person
becoming a director whose election or nomination for election was approved by a majority of the
members of the Incumbent Board shall be considered, for the purposes of this Agreement, a member of
the Incumbent Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change in Control Date </I>is defined in Section&nbsp;6.5.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Change in Control Payment </I>is defined in Section&nbsp;6.6(a).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Code </I>means the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated by the Internal Revenue Service thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Common
Stock </I>means the Company&#146;s common stock, par value $.01 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Company </I>means Allied Waste Industries, Inc., a Delaware corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Compensation Plans </I>is defined in Section&nbsp;4.6.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Confidential Information </I>is defined in Section&nbsp;7.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Continuing Obligations </I>is defined in Section&nbsp;3.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Date of Termination </I>means the earliest to occur of (a)&nbsp;the date of the Executive&#146;s death, or
(b)&nbsp;the date specified in the Notice of Termination, in accordance with Section&nbsp;5.8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Disability </I>means an illness or other disability which prevents the Executive from discharging
the essential functions of his responsibilities under this Agreement, with or without a reasonable
accommodation, for a period of 180 consecutive calendar days, or an aggregate of 180 calendar days
in any calendar year, during the Term, all as determined in good faith by the Board of Directors
(or a committee thereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effective Date </I>means the effective date of this amended and restated Executive Employment
Agreement, which is January&nbsp;1, 2008, except as may otherwise be provided herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Exchange Act </I>means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Securities and Exchange Commission thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Executive </I>means Edward A. Evans (or, as applicable, his heirs).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Good Reason </I>is defined in Section&nbsp;5.5.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Gross-Up Payment </I>is defined in Section&nbsp;6.6(c).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>LTIP </I>means the Company&#146;s Long-Term Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Notice of Termination </I>is defined in Section&nbsp;5.8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Paid Leave </I>is defined in Section&nbsp;4.3.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Retirement </I>is defined in Section&nbsp;5.7.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Safe Harbor Amount </I>is defined in Section&nbsp;6.6(a).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Share Price </I>has the same meaning as &#147;Fair Market Value&#148; as that term is defined in the
Company&#146;s 1991 Incentive Stock Plan, as amended.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Targeted Annual Incentive Compensation </I>is defined in Section&nbsp;4.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Term </I>is defined in Section&nbsp;3.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination of Employment </I>means the Executive&#146;s separation from service with the Company
(whether initiated by the Executive or by the Company), determined in accordance with Section&nbsp;409A
of the Code and Treasury Regulations thereunder (&#147;Section&nbsp;409A&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Unrestricted Payments </I>means those payments to which the Executive is entitled under Sections
6.2(a)(1), 6.3(a)(1), 6.4(a), and 6.5(a)(1) of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Voting Stock </I>means all outstanding shares of capital stock of the Company entitled to vote
generally in an election of directors; provided, however, that if the Company has shares of Voting
Stock entitled to more or less than one (1)&nbsp;vote per share, each reference to a proportion of the
issued and outstanding shares of Voting Stock shall be deemed to refer to the proportion of the
aggregate votes entitled to be cast by the issued and outstanding shares of Voting Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Welfare Plans </I>is defined in Section&nbsp;4.7.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Without Cause </I>is defined in Section&nbsp;5.4.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, throughout this Agreement, the parties have defined certain words and intend for
those definitions to apply whenever the parties have used a defined word in this Agreement. One of
the defined terms is &#147;Company&#148; which means Allied Waste Industries, Inc. However, the parties
expect that some or all of the Company&#146;s obligations under this Agreement will be fulfilled through
its parent, subsidiary, related, or successor companies or businesses (which will be called
&#147;Affiliates&#148; in this Agreement). Accordingly, Executive acknowledges that the discharge of any
obligation of the Company under this Agreement, which may be through the acts of one or more
Affiliates, discharges any such obligation of the Company. Moreover, the obligations Executive
assumes under this Agreement will be owed to the Company and to its Affiliates. Accordingly, the
parties expressly intend for the Affiliates to be third-party beneficiaries of the promises made
and obligations assumed by Executive in this Agreement. If, in connection with a Change in Control
(the &#147;Initial Change in Control&#148;), the Company survives as a subsidiary of another corporation and
the other corporation assumes this Agreement, the term Company for purposes of this Agreement shall
mean such other entity; provided, however, that (i)&nbsp;the provisions and rights of the Executive with
respect to the Initial Change in Control under this Agreement shall apply as such provisions and
terms existing immediately prior to such Initial Change in Control notwithstanding the assumption
of the Agreement by such entity, (ii)&nbsp;any subsequent Change in Control will be determined based
upon changes to such entity, and (iii)&nbsp;years of service as used in this Agreement shall include
years of employment with the Company prior to the Change in Control and such entity after the
Change in Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<B>General Duties of Company and Executive</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1. The Company will employ the Executive as its Executive Vice President and Chief Personnel
Officer. The Executive&#146;s authority, duties and responsibilities shall be those assigned by the
Company&#146;s Chief Executive Officer and/or Board of Directors (or a committee
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">thereof) and agreed to by the Executive. The Executive shall devote reasonable time and
attention during normal business hours to the affairs of the Company and use his best efforts to
perform faithfully and efficiently his duties and responsibilities. The Executive may (a)&nbsp;serve on
corporate, civic or charitable boards or committees, (b)&nbsp;deliver lectures, fulfill speaking
engagements or teach at educational institutions, and (c)&nbsp;manage personal investments, so long as
such activities do not significantly interfere with the performance of the Executive&#146;s duties and
responsibilities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2. The Executive agrees and acknowledges that he owes a fiduciary duty of loyalty, fidelity
and allegiance to act at all times in the best interests of the Company and to do no act and to
make no statement, oral or written, which would injure the Company&#146;s business, its interests or its
reputation, except as may be required by applicable law or regulation. The Executive also agrees
that he shall not knowingly become involved in a conflict of interest with the Company and, upon
discovery of any such conflict, that he will inform the Company of the conflict and will not allow
the conflict to continue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3. The Executive agrees to comply at all times with all applicable policies, rules and
regulations of the Company, including but not limited to, the Company&#146;s Code of Ethics and the
Company&#146;s policies regarding trading in Common Stock, stock ownership and retention guidelines, and
reimbursement of expenses, as each is in effect from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B>Term</B>. The &#147;Term&#148; of this Agreement shall continue indefinitely until either party
terminates this Agreement pursuant to Section&nbsp;5 of this Agreement, in which case the Term shall end
on the Date of Termination specified in the Notice of Termination (or on the Executive&#146;s date of
death if termination is due to the Executive&#146;s death). Neither the termination of this Agreement
nor the consequent end of the Term shall affect the Company&#146;s obligations under Section&nbsp;6 of this
Agreement or the Executive&#146;s obligations under Sections&nbsp;7 through 10 of this Agreement (or under
Section&nbsp;2.3 with respect to the Company&#146;s policies regarding trading in Common Stock)
(collectively, &#147;Continuing Obligations&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B>Compensation and Benefits</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1. <I>Base Salary</I>. As compensation for services to the Company during the Term, the Company
shall pay to the Executive until the Date of Termination a base salary at the annual rate of Four
Hundred Forty Six Thousand Dollars ($446,000.00), as of March&nbsp;1, 2007, or such higher rate as may
be determined from time to time in the discretion of the Board of Directors (or a committee
thereof) (&#147;Base Salary&#148;). Base Salary shall be payable in equal bi-weekly installments or in
accordance with the Company&#146;s established policy, subject only to such payroll and withholding
deductions as may be required by law and other deductions that are either applied generally to
employees of the Company for insurance and other employee benefit plans or which are authorized by
the Executive. For all purposes under this Agreement, the Executive&#146;s Base Salary shall include any
portion thereof which is deferred under any nonqualified plan or arrangement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2. <I>Annual Incentive Compensation</I>. In addition to Base Salary, the Executive shall be
eligible to be awarded, for each fiscal year during the Term until the Date of Termination, annual
cash incentive compensation (either pursuant to an incentive plan or
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">program of the Company or otherwise) (&#147;Annual Incentive Compensation&#148;) in an amount to be
determined by the Board of Directors (or a committee thereof) in its sole discretion and specified
as a percentage of the Executive&#146;s Base Salary (&#147;Targeted Annual Incentive Compensation&#148;). The
Executive&#146;s actual Annual Incentive Compensation may range from zero percent (0%) to the maximum
percentage of the Executive&#146;s Base Salary permitted by the terms of the Company&#146;s annual incentive
compensation plan(s), as amended from time to time. All such Annual Incentive Compensation shall be
payable at a time to be determined by the Board of Directors (or a committee thereof) in its sole
discretion. For all purposes under this Agreement, the Executive&#146;s Annual Incentive Compensation
shall include any portion thereof which is deferred under any nonqualified plan or arrangement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3. <I>Paid Leave</I>. Commencing on the Effective Date and continuing until the Date of
Termination, for each full calendar year in which the Executive is employed under this Agreement,
the Executive shall be entitled to twenty (20)&nbsp;days&#146; paid leave (&#147;Paid Leave&#148;) during the year
without any reduction in the Compensation to which he is entitled under this Article&nbsp;4. For any
partial calendar year during which the Executive is employed under this Agreement, he will be
entitled to a prorated amount of this Paid Leave, based on the number of weeks worked in the
calendar year and pursuant to the Company&#146;s then current paid leave policy. Because the Company
intends for this Paid Leave to be used by the Executive, so that he benefits from having time away
from his customary employment duties, the Executive must use the Paid Leave provided under this
Section&nbsp;4.3, for each calendar year, during the relevant calendar year for which it is provided. If
the Executive does not use all of the Paid Leave to which he is entitled in any calendar year, he
will forfeit this benefit at the end of that calendar year and shall have no right to take more
than twenty (20)&nbsp;days of Paid Leave in the following or any subsequent calendar year or to be
otherwise compensated for not having utilized the Paid Leave.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4. <I>Automobile Allowance</I>. Commencing on the Effective Date and continuing until the Date of
Termination, the Executive shall receive an automobile allowance of Six Hundred Dollars ($600.00)
per month (&#147;Automobile Allowance&#148;). The Board of Directors (or a committee thereof), in its
discretion, may increase the Automobile Allowance based upon relevant circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5. <I>Club Membership Dues</I>. Commencing on the Effective Date and continuing until the Date of
Termination, the Executive shall receive an allowance for monthly membership dues (i.e., the
regular membership fee, and not incidental or ancillary charges such as food, beverages, rentals,
coaching, training, supplies, therapy, spa, etc.) for a club or organization of Executive&#146;s choice
in the amount of Six Hundred Dollars ($600.00) per month (&#147;Club Allowance&#148;). The Executive will not
be entitled to this Club Allowance if the Company determines that membership in the relevant club
or organization would violate the letter or spirit of any Company policy.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6. <I>Incentive, Savings, Retirement and Stock Plans</I>. The Executive shall be entitled to
participate in and be eligible to receive benefits under all executive incentive, savings,
retirement, deferral, and stock (including any stock option, restricted stock, restricted stock
units, phantom stock and other stock rights and interests, including derivative interests) plans
and programs currently maintained or hereinafter established by the Company for the benefit of its
similarly-situated executive officers (collectively &#147;Compensation Plans&#148;). The Executive&#146;s
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">participation in the Compensation Plans shall be governed by the terms and conditions of those
plans. Subject to the terms of the Company&#146;s stock ownership and retention guidelines, as adopted
and/or amended by the Board of Directors (or a committee thereof) from time to time, the Executive
is expected to retain fifty percent (50%) of the shares received upon the exercise of any options
or the vesting of any restricted stock (after netting such shares for the purpose of satisfying the
Executive&#146;s income and payroll tax obligations incurred as the result of any exercise or vesting
event), until such time as he has accumulated stock with a value of at least two and one-half (2.5)
times the Executive&#146;s Base Salary. For purposes of the preceding sentence, &#147;Base Salary&#148; shall be
during each calendar year during the Term, the Executive&#146;s Base Salary as of the first day of such
calendar year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7. <I>Welfare Plans</I>. The Executive shall be eligible to participate in and shall receive all
benefits under each welfare benefit plan of the Company currently maintained or subsequently
established by the Company for the benefit of its similarly-situated executive officers. Such
welfare benefit plans may include medical, dental, vision, disability, group life, accidental death
and travel accident insurance plans and programs (collectively &#147;Welfare Plans&#148;). The Executive&#146;s
participation in the Welfare Plans shall be governed by the terms and conditions of those plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.8. <I>Reimbursement of Expenses</I>. The Executive may from time to time during the Term incur
various business expenses customarily incurred by persons holding positions of like responsibility,
including, without limitation, travel, entertainment and similar expenses incurred for the benefit
of the Company. The Company shall reimburse the Executive for all legitimate expenses incurred on
the Company&#146;s behalf, upon the Company&#146;s receipt of proper documentation for such expenses,
provided that reimbursement of the expenses would not violate the letter or spirit of any Company
policy regarding the reimbursement of such expenses.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.9. <I>Indemnification and Insurance</I>. At all times during the term of this Agreement, and for
such additional periods as are provided for in this Agreement, the Executive shall be covered under
the Company&#146;s directors&#146; and officers&#146; liability insurance, if any, and under a separate Indemnity
Agreement with the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<B>Termination</B>. This Agreement may be terminated as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1. <I>Death</I>. This Agreement shall terminate automatically upon the death of the Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2. <I>Disability</I>. The Company may terminate this Agreement, upon written notice to the
Executive delivered in accordance with Sections&nbsp;5.8 and 11.1, upon the Disability of the Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3. <I>Cause</I>. The Company may terminate this Agreement, upon written notice to the Executive
delivered in accordance with Sections&nbsp;5.8 and 11.1, for Cause. For purposes of this Agreement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) For any determination of Cause prior to a Change in Control, &#147;Cause&#148; means (1)&nbsp;the
Executive is convicted of, or pleads guilty or nolo contendere to, (i)&nbsp;a felony, or (ii)&nbsp;any
other crime involving the Company, (2)&nbsp;the Board of Directors
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">makes a reasonable, good faith determination that the Executive has breached any
material term of this Agreement, (3)&nbsp;the Board of Directors makes a reasonable, good faith
determination that the Executive has violated any applicable policies, rules, or regulations
of the Company, including but not limited to, the Company&#146;s Code of Ethics and the Company&#146;s
policies regarding trading of Common Stock and reimbursement of expenses, (4)&nbsp;the Board of
Directors determines that the Executive engaged in (i)&nbsp;willful or deliberate conduct, the
result of which exposes the Company to actual or potential financial or other injury, except
as required by applicable law or regulation, (ii)&nbsp;fraud, (iii)&nbsp;misappropriation of tangible
or intangible property or funds of the Company, or (iv)&nbsp;embezzlement of Company funds, (5)
the Board of Directors determines that the Executive (i)&nbsp;willfully or deliberately failed or
refused to perform his assigned duties, except where the performance of such duties would
result in the Executive&#146;s violation of applicable law or regulation, and (ii)&nbsp;failed to cure
his nonperformance within thirty (30)&nbsp;days of receipt of a written notice from the Board of
Directors setting forth in reasonable detail the facts and circumstances of his
nonperformance, or (6)&nbsp;the Executive breached any statutory or common law duty of loyalty to
the Company. For purposes of this Section&nbsp;5.3(a), a determination by the Board of Directors
is evidenced by a resolution, duly adopted by at least two-thirds (2/3) of the entire
membership of the Board of Directors at a meeting called and held for the purpose of
considering the termination of the Executive&#146;s employment for Cause, at which the Executive
and his representative have the right to attend and address the Board of Directors, finding
that, in the good faith belief of the Board of Directors the Executive engaged in conduct
described in this Section&nbsp;5.3(a) and specifying the particulars thereof in reasonable
detail. No determination by the Board of Directors will prevent the Executive from
contesting such determination through arbitration, as provided in Section&nbsp;11.9 of the
Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) For any determination of Cause on or after a Change in Control (including with
respect to any events which may have occurred prior to the Change in Control), &#147;Cause&#148; means
(1)&nbsp;the Executive is convicted of, or pleads guilty or nolo contendere to, (i)&nbsp;a felony, or
(ii)&nbsp;any other crime involving the Company, (2)&nbsp;the Executive has breached any material term
of this Agreement, (3)&nbsp;the Executive has violated the Company&#146;s Code of Ethics and the
Company&#146;s policies regarding trading of Common Stock and reimbursement of expenses, (4)&nbsp;the
Executive engaged in (i)&nbsp;willful or deliberate conduct, the result of which exposes the
Company to actual or potential financial or other injury, except as required by applicable
law or regulation, (ii)&nbsp;fraud, (iii)&nbsp;misappropriation of tangible or intangible property or
funds of the Company, or (iv)&nbsp;embezzlement of Company funds, or (5)&nbsp;the Executive (i)
willfully or deliberately failed or refused to perform his assigned duties, except where the
performance of such duties would result in the Executive&#146;s violation of applicable law or
regulation, and (ii)&nbsp;failed to cure his nonperformance within thirty (30)&nbsp;days of receipt of
a written notice from the Board of Directors setting forth in reasonable detail the facts
and circumstances of his nonperformance. For purposes of this Section&nbsp;5.3(b), Cause shall
not exist unless the Board of Directors, as evidenced by a resolution, duly adopted by at
least two-thirds (2/3) of the entire membership of the Board of Directors at a meeting
called and held for the purpose of considering the termination of the Executive&#146;s employment
for Cause, at which the Executive and his representative have the right to attend and
address the Board, determines that the Executive engaged in conduct described in this
Section&nbsp;5.3(b) and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">specifying the particulars thereof in reasonable detail. No determination by the Board
of Directors will prevent the Executive from contesting such determination through
arbitration, as provided in Section&nbsp;11.9 of the Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4. <I>Without Cause</I>. The Company may terminate this Agreement Without Cause, upon written
notice to the Executive delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of this
Agreement, the Executive will be deemed to have been terminated &#147;Without Cause&#148; if the Executive is
terminated by the Company for any reason other than Cause, Disability, or death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.5. <I>Good Reason</I>. The Executive may terminate this Agreement for Good Reason, upon written
notice to the Company delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of this
Agreement, &#147;Good Reason&#148; means (a)&nbsp;the assignment to the Executive of any duties that are
materially inconsistent with the Executive&#146;s duties or responsibilities as contemplated in this
Agreement, including any duties that would result in the Executive&#146;s violation of applicable law or
regulation, (b)&nbsp;any other action by the Company which results in a material diminishment in the
Executive&#146;s position (including status, offices, titles and reporting requirements), authority,
duties or responsibilities (provided, however, that a temporary diminishment, whether material or
not, due to the Executive&#146;s illness or injury, will not constitute grounds for a termination for
Good Reason by the Executive), (c)&nbsp;any material breach by the Company of any of the provisions of
this Agreement, (d)&nbsp;requiring the Executive to relocate permanently to any office or location,
except in the Phoenix-Scottsdale metropolitan area, (e)&nbsp;any material reduction, or attempted
material reduction, at any time during the Term, of the Base Salary or in the aggregate of the
compensation or benefits described in Article&nbsp;4 of this Agreement (provided, however, that any
change in the targeted percentage for purposes of determining the Executive&#146;s Annual Incentive
Compensation, any change in the Company&#146;s reimbursement policies, or any change in any Compensation
Plans or Welfare Plans, which affects a majority of the similarly situated executive officers
covered by those policies or plans, shall not be considered &#147;Good Reason&#148;), or (f)&nbsp;the Company&#146;s
failure to comply, or the Company&#146;s preventing or impeding the Executive from compliance, with any
legal obligation which would subject the Executive to any civil or criminal liability, or which
would result in the Executive&#146;s violation of applicable law or regulation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.6. <I>Without Good Reason</I>. The Executive may terminate this Agreement Without Good Reason, upon
written notice to the Company delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of
this Agreement, the Executive will be deemed to have terminated &#147;Without Good Reason&#148; if the
Executive terminates this Agreement for any reason other than Good Reason or if this Agreement is
terminated due to the Executive&#146;s death or Retirement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.7. <I>Retirement</I>. The Executive may terminate this Agreement upon Retirement, upon written
notice to the Company delivered in accordance with Sections&nbsp;5.8 and 11.1. For purposes of this
Agreement, &#147;Retirement&#148; means a voluntary Termination of Employment by the Executive which occurs
on or after the date on which the Executive completes ten (10)&nbsp;years of service. Years of service
means all twelve (12)&nbsp;consecutive month periods of employment with the Company, beginning with the
Executive&#146;s initial date of employment with the Company. An involuntary Termination of Employment
(i.e., a
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Termination of Employment initiated by the Company for any reason) will not be considered
Retirement even if the Executive has completed ten (10)&nbsp;years of service at the time the
involuntary Termination of Employment occurs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.8. <I>Notice of Termination</I>. Any termination of this Agreement by the Company for Cause,
Without Cause or as a result of the Executive&#146;s Disability, or by the Executive for Good Reason or
Without Good Reason or upon Retirement shall be communicated by a Notice of Termination to the
other party. A &#147;Notice of Termination&#148; means a written notice which (a)&nbsp;indicates the specific
termination provision in this Agreement relied upon and (b)&nbsp;if the termination is by the Company
for Cause or by the Executive for Good Reason, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive&#146;s employment under the
provision so indicated. The Notice of Termination must specify the Date of Termination. In the case
of a termination by the Company for Cause or due to the Executive&#146;s Disability or by the Executive
for Good Reason or due to Retirement, the Date of Termination may be as early as the date notice is
given but no later than thirty (30)&nbsp;calendar days after notice is given, unless otherwise agreed to
in writing by both parties. In the case of a termination by the Company Without Cause or by the
Executive Without Good Reason, the Date of Termination may be as early as fourteen (14)&nbsp;calendar
days after notice is given but no later than sixty (60)&nbsp;calendar days after notice is given, unless
otherwise agreed to by the parties in writing. The Notice of Termination shall also conform with
the provisions of Section&nbsp;11.1.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B>Obligations of Company Upon Termination</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1. <I>Cause, Without Good Reason</I>. If this Agreement is terminated either by the Company for
Cause or by the Executive Without Good Reason and the Executive has a Termination of Employment,
the Company shall pay to the Executive, in a lump sum cash payment within thirty (30)&nbsp;days after
the Date of Termination, the aggregate of (a)&nbsp;any unpaid portion of the Executive&#146;s Base Salary (as
in effect on the Date of Termination) owed as of the Date of Termination and (b)&nbsp;any accrued but
unpaid Paid Leave as of the Date of Termination. The Company also shall pay or reimburse to the
Executive in a lump sum cash payment within ninety (90)&nbsp;days after the Date of Termination any
costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in
writing) paid or incurred by the Executive which would have been payable under Section&nbsp;4.8 of this
Agreement if the Executive&#146;s employment had not terminated, provided that the Executive provides
proper documentation of such costs and expenses within thirty (30)&nbsp;days after the Date of
Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All other obligations of the Company and rights of the Executive hereunder (except those
described in Section&nbsp;6.8 of this Agreement) shall terminate effective as of the Date of
Termination; provided, however, that the Executive&#146;s rights under any Compensation Plan or Welfare
Plan shall be governed by the terms and provisions of each such plan and are not necessarily
severed on the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2. <I>Death or Disability</I>. If this Agreement is terminated as a result of the Executive&#146;s death
or Disability and the Executive has a Termination of Employment:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to the Executive (or to his estate, in the event the Executive is
deceased) the following amounts:
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) any unpaid portion of the Executive&#146;s Base Salary (as in effect on the Date of
Termination) owed as of the Date of Termination, any unpaid portion of the Annual Incentive
Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as
of the Date of Termination, in a lump sum cash payment within thirty (30)&nbsp;days after the
Date of Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) an amount equal to two (2)&nbsp;times the sum of the Executive&#146;s Base Salary (as in
effect on the Date of Termination) plus the Executive&#146;s Target Annual Incentive Compensation
for the fiscal year during which the Date of Termination occurs. If the termination is due
to death, this amount will be paid in substantially equal bi-weekly installments over a two
(2)&nbsp;year period following the Executive&#146;s Date of Termination. If the termination is due to
Disability, this amount will be paid in substantially equal bi-weekly installments beginning
as of the first payroll date immediately following the six (6)&nbsp;month anniversary of the Date
of Termination and continuing until the first payroll date immediately following the two (2)
year anniversary of the Date of Termination; provided, however, that the first payment shall
include the amount that would have been paid prior to the actual first payment date had the
first payment date been the first payroll date immediately following the Date of
Termination. The Company may, to the extent feasible, purchase insurance to cover all or any
part of the obligation contemplated in this paragraph, and the Executive agrees to submit to
a physical examination and otherwise cooperate with the Company to facilitate the
procurement of such insurance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall pay or reimburse to the Executive in a lump sum cash payment within
ninety (90)&nbsp;days after the Date of Termination any costs and expenses (including moving and
relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the
Executive which would have been payable under Section&nbsp;4.8 of this Agreement if the Executive&#146;s
employment had not terminated, provided that the Executive (or his estate) provides proper
documentation of such costs and expenses within thirty (30)&nbsp;days after the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s spouse and dependents, equal to that which would have been
provided to him under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated until the
earlier of (1)&nbsp;the date the Executive becomes eligible for any comparable medical, dental, or
vision coverage provided by any other employer, (2)&nbsp;the date the Executive becomes eligible for
Medicare or any similar government-sponsored or provided health care program (whether or not such
coverage is equivalent to that provided by the Company), or (3)&nbsp;the fifth anniversary of the
Executive&#146;s Date of Termination; provided that (i)&nbsp;the benefits provided during the Executive&#146;s
taxable year may not affect the benefits provided to the Executive in any other taxable year
(except as permitted under Section&nbsp;409A), (ii)&nbsp;reimbursement of any eligible expenses must be made
on or before the last day of the Executive&#146;s taxable year following the taxable year in which the
expense was incurred, and (iii)&nbsp;the right to such continued coverage is not subject to liquidation
or exchange for another benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Whenever compensation is payable to the Executive under this Agreement during a period in
which he is partially or totally disabled, and such disability would
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(except for the provisions of this Agreement) entitle the Executive to disability income or
salary continuation payments from the Company according to the terms of any plan or program
presently maintained or hereafter established by the Company, the disability income or salary
continuation paid to the Executive pursuant to any such plan or program shall be considered a
portion of (and not in addition to) the payment to be made to the Executive pursuant to this
Section&nbsp;6.2. If disability income is payable directly to the Executive by an insurance company
under the terms of an insurance policy paid for by the Company, the amounts paid to the Executive
by such insurance company shall be considered a portion of the payment (and not in addition to the
payment) to be made to the Executive pursuant to this Section&nbsp;6.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall continue to vest and,
if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the
Executive under the Company&#146;s stock plans, as if the Executive were still employed by the Company,
for a period of two (2)&nbsp;years following the Date of Termination (or, if less, for the remainder of
the stated terms of the rights or interests). Notwithstanding any contrary provision of the LTIP,
the Executive&#146;s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date
of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall continue to be covered
under the Company&#146;s directors&#146; and officers&#146; liability insurance, if any, and under his separate
Indemnity Agreement with the Company, as if the Executive&#146;s employment had not terminated, for a
period of ten (10)&nbsp;years following his Date of Termination (or, in the case of the Indemnity
Agreement, for such longer term as may be provided for in the Indemnity Agreement).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;All other obligations of the Company and rights of the Executive hereunder (except those
described in Section&nbsp;6.8 of this Agreement) shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified by the terms of this
Agreement the Executive&#146;s rights under the Compensation Plans and Welfare Plans shall be governed
by the terms and provisions of those Plans and are not necessarily severed on the Date of
Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3. <I>Good Reason; Without Cause</I>. If this Agreement is terminated either by the Executive for
Good Reason or by the Company Without Cause (other than in connection with a Change in Control as
described in Section&nbsp;6.5) and the Executive has a Termination of Employment:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to the Executive the following amounts:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) any unpaid portion of the Executive&#146;s Base Salary (as in effect on the Date of
Termination) owed as of the Date of Termination, any unpaid portion of the Annual Incentive
Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as
of the Date of Termination, in a lump sum cash payment within thirty (30)&nbsp;days after the
Date of Termination; and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) an amount equal to two (2)&nbsp;times the sum of the Executive&#146;s Base Salary (as in
effect on the Date of Termination) plus the Executive&#146;s Target Annual Incentive Compensation
for the fiscal year during which the Date of Termination occurs, in substantially equal
bi-weekly installments beginning as of the first payroll date immediately following the six
(6)&nbsp;month anniversary of the Date of Termination and continuing until the first payroll date
immediately following the two (2)&nbsp;year anniversary of the Date of Termination; provided,
however, that the first payment shall include the amount that would have been paid prior to
the actual first payment date had the first payment date been the first payroll date
immediately following the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall pay or reimburse to the Executive in a lump sum cash payment within
ninety (90)&nbsp;days after the Date of Termination any costs and expenses (including moving and
relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the
Executive which would have been payable under Section&nbsp;4.8 of this Agreement if the Executive&#146;s
employment had not terminated, provided that the Executive (or his estate) provides proper
documentation of such costs and expenses within thirty (30)&nbsp;days after the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s spouse and dependents, equal to that which would have been
provided to the Executive under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated, until
the earlier of (1)&nbsp;the date the Executive becomes eligible for any comparable medical, dental, or
vision coverage provided by any other employer, (2)&nbsp;the date the Executive becomes eligible for
Medicare or any similar government-sponsored or provided health care program (whether or not such
coverage is equivalent to that provided by the Company), or (3)&nbsp;the fifth anniversary of the
Executive&#146;s Date of Termination; provided that (i)&nbsp;the benefits provided during the Executive&#146;s
taxable year may not affect the benefits provided to the Executive in any other taxable year
(except as permitted under Section&nbsp;409A), (ii)&nbsp;reimbursement of any eligible expenses must be made
on or before the last day of the Executive&#146;s taxable year following the taxable year in which the
expense was incurred, and (iii)&nbsp;the right to such continued coverage is not subject to liquidation
or exchange for another benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall continue to vest and,
if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the
Executive under the Company&#146;s stock plans, as if the Executive were still employed by the Company,
for a period of two (2)&nbsp;years following the Date of Termination (or, if less, for the remainder of
the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP,
the Executive&#146;s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date
of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive shall continue to be covered under the Company&#146;s directors&#146; and officers&#146;
liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the
Executive&#146;s employment had not terminated, for a period of ten (10)&nbsp;years following his Date of
Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided
for in the Indemnity Agreement).
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Company shall (through an agency of Company&#146;s choosing) provide outplacement services
to the Executive for a period of one (1)&nbsp;year following the Date of Termination, provided that the
cost of such services shall not exceed $50,000 or such higher amount as may be approved by the
Board of Directors (or a committee thereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;All other obligations of the Company and rights of the Executive hereunder (except those
described in Section&nbsp;6.8 of this Agreement) shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified by the terms of this
Agreement the Executive&#146;s rights under the Compensation Plans and Welfare Plans shall be governed
by the terms and provisions of these Plans and are not necessarily severed on the Date of
Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4. <I>Retirement</I>. If this Agreement is terminated by the Executive due to Retirement and the
Executive has a Termination of Employment:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to the Executive, in a lump sum cash payment within thirty (30)&nbsp;days
after the Date of Termination, the aggregate of the following amounts: (1)&nbsp;any unpaid portion of
the Executive&#146;s Base Salary (as in effect on the Date of Termination) owed as of the Date of
Termination; (2)&nbsp;any unpaid portion of the Annual Incentive Compensation previously awarded to the
Executive; and (3)&nbsp;any accrued but unpaid Paid Leave as of the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall pay or reimburse to the Executive in a lump sum cash payment within
ninety (90)&nbsp;days after the Date of Termination any costs and expenses (including moving and
relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the
Executive which would have been payable under Section&nbsp;4.8 of this Agreement if the Executive&#146;s
employment had not terminated, provided that the Executive (or his estate) provides proper
documentation of such costs and expenses within thirty (30)&nbsp;days after the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s family, equal to that which would have been provided to the
Executive under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated, until the earlier of
(1)&nbsp;the date the Executive becomes eligible for any comparable medical, dental, or vision coverage
provided by any other employer, or (2)&nbsp;the date the Executive becomes eligible for Medicare or any
similar government-sponsored or provided health care program (whether or not such coverage is
equivalent to that provided by the Company); provided that (i)&nbsp;the benefits provided during the
Executive&#146;s taxable year may not affect the benefits provided to the Executive in any other taxable
year (except as permitted under Section&nbsp;409A), (ii)&nbsp;reimbursement of any eligible expenses must be
made on or before the last day of the Executive&#146;s taxable year following the taxable year in which
the expense was incurred, and (iii)&nbsp;the right to such continued coverage is not subject to
liquidation or exchange for another benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall continue to vest and,
if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the
Executive under the Company&#146;s stock plans, for a period of two (2)
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">years following the Date of Termination (or, if less, for the remainder of the stated terms of
the rights and interests).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive shall continue to be covered under the Company&#146;s directors&#146; and officers&#146;
liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the
Executive&#146;s employment had not terminated, for a period of ten (10)&nbsp;years following his Date of
Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided
for in the Indemnity Agreement).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;All other obligations of the Company and rights of the Executive hereunder (except those
described in Section&nbsp;6.8 of this Agreement) shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified by the terms of this
Agreement the Executive&#146;s rights under the Compensation Plans and Welfare Plans shall be governed
by the terms and provisions of these Plans and are not necessarily severed on the Date of
Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;If the Executive elects to terminate this Agreement due to Retirement, the payments and
benefits provided under this Section&nbsp;6.4 shall be in lieu of any payments to which the Executive
(or his family) may have otherwise been entitled under the terms of Section&nbsp;6.2, 6.3 or 6.5, and
vice versa.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5. <I>Change in Control</I>. If this Agreement is terminated either by the Executive for Good
Reason or by the Company Without Cause, and the Executive has a Termination of Employment within
the six (6)&nbsp;month period preceding, or the twelve (12)&nbsp;month period following, the date on which
the Change in Control occurs (&#147;Change in Control Date&#148;):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;As reasonable compensation for services rendered by the Executive to the Company prior to
the Date of Termination, the Company shall pay to the Executive the following amounts:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) any unpaid portion of the Executive&#146;s Base Salary (as in effect on the Date of
Termination) owed as of the Date of Termination, any unpaid portion of the Annual Incentive
Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as
of the Date of Termination in a lump sum cash payment within thirty (30)&nbsp;days after the
later to occur of the Change in Control Date or the Date of Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) (i)&nbsp;if the Change in Control constitutes a change in control event (as
defined for purposes of Section&nbsp;409A) and the Date of Termination occurs within the
twelve (12)&nbsp;month period following the Change in Control Date, a lump sum cash
payment within thirty (30)&nbsp;days after the six (6)&nbsp;month anniversary of the Date of
Termination, in an amount equal to three (3)&nbsp;times the sum of the Executive&#146;s Base
Salary (as in effect on the Date of Termination) plus the Executive&#146;s Target Annual
Incentive Compensation for the fiscal year during which the Date of Termination
occurs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) if the Change in Control does not constitute a change in control event (as
defined for purposes of Section&nbsp;409A) and the Date of
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Termination occurs within the twelve (12)&nbsp;month period following the Change in
Control Date, an amount equal to three (3)&nbsp;times the sum of the Executive&#146;s Base
Salary (as in effect on the Date of Termination) plus the Executive&#146;s Target Annual
Incentive Compensation for the fiscal year during which the Date of Termination
occurs, in substantially equal bi-weekly installments beginning as of the first
payroll date immediately following the six (6)&nbsp;month anniversary of the Date of
Termination and continuing until the first payroll date immediately following the
three (3)&nbsp;year anniversary of the Date of Termination; provided, however, that the
first payment shall include the amount that would have been paid prior to the actual
first payment date had the first payment date been the first payroll date
immediately following the Date of Termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) if the Change in Control constitutes a change in control event (as
defined for purposes of Section&nbsp;409A) and the Date of Termination occurs within the
six (6)&nbsp;month period preceding the Change in Control Date, an amount equal to three
(3)&nbsp;times the sum of the Executive&#146;s Base Salary (as in effect on the Date of
Termination) plus the Executive&#146;s Target Annual Incentive Compensation for the
fiscal year during which the Date of Termination occurs, in substantially equal
bi-weekly installments beginning as of the first payroll date immediately following
the six (6)&nbsp;month anniversary of the Date of Termination and continuing until the
first payroll date immediately following the three (3)&nbsp;year anniversary of the Date
of Termination; provided, however, that the first payment shall include the amount
that would have been paid prior to the actual first payment date had the first
payment date been the first payroll date immediately following the Date of
Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall pay or reimburse to the Executive in a lump sum cash payment within
ninety (90)&nbsp;days after the Date of Termination any costs and expenses (including moving and
relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the
Executive which would have been payable under Section&nbsp;4.8 of this Agreement if the Executive&#146;s
employment had not terminated, provided that the Executive (or his estate) provides proper
documentation of such costs and expenses within thirty (30)&nbsp;days after the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall continue providing medical, dental, and/or vision coverage to the
Executive and/or the Executive&#146;s family, equal to that which would have been provided to the
Executive under Section&nbsp;4.7 if the Executive&#146;s employment had not terminated, until the earlier of
(1)&nbsp;the date the Executive becomes eligible for any comparable medical, dental, or vision coverage
provided by any other employer, or (2)&nbsp;the date the Executive becomes eligible for Medicare or any
similar government-sponsored or provided health care program (whether or not such coverage is
equivalent to that provided by the Company); provided that (i)&nbsp;the benefits provided during the
Executive&#146;s taxable year may not affect the benefits provided to the Executive in any other taxable
year (except as permitted under Section&nbsp;409A), (ii)&nbsp;reimbursement of any eligible expenses must be
made on or before the last day of the Executive&#146;s taxable year following the taxable year in which
the expense was incurred, and (iii)&nbsp;the right to such continued coverage is not subject to
liquidation or exchange for another benefit.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --> - 15 - <!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;As reasonable compensation for services provided by the Executive to the Company prior to
the Date of Termination, the Company shall (through an agency of Company&#146;s choosing) provide
outplacement services to the Executive for a period of one (1)&nbsp;year following the later of the Date
of Termination or the Change in Control Date, provided that the cost of such services shall not
exceed $50,000 or such higher amount as may be approved by the Board of Directors (or a committee
thereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive (or the Executive&#146;s estate, as the case may be) shall become fully and
immediately vested as of the later of the Date of Termination or the Change in Control Date and, if
applicable, continue to be permitted to exercise, all of the rights and interests awarded to the
Executive under the Company&#146;s stock plans, as if the Executive were still employed by the Company,
for a period of two (2)&nbsp;years following the later of the Date of Termination or the Change in
Control Date (or, if less, for the remainder of the stated terms of the rights and interests).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive shall continue to be covered under the Company&#146;s directors&#146; and officers&#146;
liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the
Executive&#146;s employment had not terminated, for a period of ten (10)&nbsp;years following his Date of
Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided
for in the Indemnity Agreement).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;If the Executive&#146;s Date of Termination is within the twelve (12)&nbsp;month period following
the Change in Control Date, the Company shall pay to the Executive a lump sum cash payment within
thirty (30)&nbsp;days after the six (6)&nbsp;month anniversary of the Date of Termination, equal to the
product of (1)&nbsp;the Executive&#146;s Targeted Annual Incentive Compensation for the fiscal year in which
the Date of Termination occurs, multiplied by (2)&nbsp;a fraction of which the numerator is the number
of days which have elapsed in such year through the Date of Termination and the denominator is 365.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;All other obligations of the Company and rights of the Executive hereunder (except those
described in Section&nbsp;6.8 of this Agreement) shall terminate effective as of the Date of
Termination; provided, however, that except as otherwise specifically modified by the terms of this
Agreement the Executive&#146;s rights under the Compensation Plans and Welfare Plans shall be governed
by the terms and provisions of these Plans and are not necessarily severed on the Date of
Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;In the event the Change in Control Date occurs subsequent to the Executive&#146;s Date of
Termination, the payments and benefits provided under this Section&nbsp;6.5 shall be reduced by and to
the extent of any payments and benefits previously paid or provided to the Executive under Section
6.3, and in no event shall the Executive or his family be entitled to any duplicate payments or
benefits.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6. <I>Change in Control Gross-Up Payments</I>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In the event that (1)&nbsp;any payment or benefits provided for under this Agreement and/or any
other arrangement or agreement with the Company or any other person in connection with a
transaction involving the Company (&#147;Change in Control Payment&#148;)
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">would subject the Executive to the excise tax imposed by Code Section&nbsp;4999 (&#147;Cash Termination
Excise Tax&#148;) and (2)&nbsp;the Change in Control Payment is less than 110% of the sum of three (3)&nbsp;times
the &#147;base amount&#148; (as defined in Code Section&nbsp;280G) minus $1.00 (&#147;Safe Harbor Amount&#148;), then any
amounts payable under this Agreement shall be reduced so that the Change in Control Payment, in the
aggregate, is reduced to the Safe Harbor Amount. The reduction of the amounts payable under this
Agreement shall be made by first reducing the cash payments payable under this Agreement (other
than Unrestricted Payments). No reduction shall occur if the Change in Control Payment is 110% (or
more) of the Safe Harbor Amount.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the event that there is a Change in Control Payment which would subject the Executive
to the Cash Termination Excise Tax and is not subject to reduction under Section&nbsp;6.6(a), then the
Executive shall be entitled to receive the payment described in Section&nbsp;6.6(c) below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If the requirements of Section&nbsp;6.6(b) are met, the Executive shall be entitled to receive
an additional payment (a &#147;Gross-Up Payment&#148;) such that the net amount retained by the Executive
(after considering both the Gross-Up Payment and the Change in Control Payment), after deduction of
any excise tax on the Executive&#146;s Change in Control Payment, as determined for purposes of Code
Section&nbsp;280G, and any federal, state, and local income and employment taxes and excise tax upon the
Gross-Up Payment, shall be equal to the Change in Control Payment. The Gross-Up Payment, if any,
shall be paid to the Executive, or, at the discretion of the Company, to governmental authorities
on the Executive&#146;s behalf, as soon as practicable following the determination of the Change in
Control Payment, but, in any event, not later than the earlier of (1)&nbsp;five (5)&nbsp;business days
immediately following the payment of the Executive&#146;s Change in Control Payment, or (2)&nbsp;the last day
of the Executive&#146;s taxable year next following the taxable year during which the Executive remits
the related taxes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Subject to the provisions of Section&nbsp;6.6(e), all determinations required to be made under
this Section&nbsp;6.6, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by tax counsel appointed by the Company (the &#147;Tax Counsel&#148;). All fees and expenses of the Tax
Counsel shall be borne solely by the Company. As a result of the uncertainty in the application of
Code Section&nbsp;4999 at the time of the initial determination by the Tax Counsel hereunder, it is
possible that Gross-Up Payments, which will not have been made by the Company, should have been
made (&#147;Underpayment&#148;). In the event that it is ultimately determined in accordance with the
procedures set forth in Section&nbsp;6.6(e) that the Executive is required to make a payment of any
excise tax, the Tax Counsel shall determine the amount of the Underpayment that has occurred, and
any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive shall notify the Company in writing of any claims by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than thirty (30)&nbsp;days after the
Executive actually receives notice in writing of such claim and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid. The Executive shall
not pay such claim prior to the expiration of the 30-day period following the date on which he
gives such notice to the Company (or such shorter period
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ending on the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) give the Company any information reasonably requested by the Company relating to
such claim;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney selected by the Company and
reasonably acceptable to the Executive;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) cooperate with the Company in good faith in order to effectively contest such
claim; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) if the Company elects not to assume and control the defense of such claim, permit
the Company to participate in any proceedings relating to such claim;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided, however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any excise tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing provisions of this Section&nbsp;6.6(e), the
Company shall have the right, at its sole option, to assume the defense of and control all
proceedings in connection with such contest, in which case it may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim and may either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount
of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any excise tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Executive with respect to
which such contested amount is claimed to be due is limited solely to such contested amount.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Furthermore, the Company&#146;s right to assume the defense of and control the contest shall be limited
to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive
shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section&nbsp;6.6(e), the Executive becomes entitled to receive any refund with
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">respect to such claim, the Executive shall (subject to the Company&#146;s complying with the
requirements of Section&nbsp;6.6(e)) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt
by the Executive of an amount advanced by the Company pursuant to Section&nbsp;6.6(e), a determination
is made that the Executive shall not be entitled to any refund with respect to such claim, and the
Company does not notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30)&nbsp;days after such determination, then such advance shall be
forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required to be paid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7. <I>Payments Contingent on Executive&#146;s Release of Company, Compliance with Continuing
Obligations, and Certain Other Contingencies</I>. All of the payments and benefits to which the
Executive would otherwise be entitled under Sections&nbsp;6.2, 6.3, 6.4, 6.5, 6.6, or 6.8 except the
Unrestricted Payments, shall be contingent on (a)&nbsp;the Executive&#146;s delivery to the Company of a
signed and enforceable release of all claims against the Company prior to the date on which
payments are required to be made under this Agreement, in a form specified by the Company, except
that no such release shall be required in the event that the Company fails to tender such release
to the Executive for his signature within thirty (30)&nbsp;days of his Date of Termination, and (b)&nbsp;the
Executive&#146;s compliance with the Continuing Obligations. In addition, if the Executive fails to
comply with the Continuing Obligations, then the Company shall have the right, upon notice to the
Executive (describing such failure to comply in reasonable detail) to terminate all of the payments
and benefits described in the preceding sentence, other than the Unrestricted Payments, and to
recover from the Executive any and all payments made or benefits paid to or for the benefit of the
Executive, other than the Unrestricted Payments, that the Company paid to or for the benefit of the
Executive or to which the Executive otherwise would not have been entitled if the Company had
terminated the Executive for Cause as of the date of termination of this Agreement. Furthermore, if
the Company becomes aware and notifies the Executive in writing within the one (1)&nbsp;year period,
subsequent to the Date of Termination, that the Executive was engaged in conduct during the Term
that, had the Company been aware of such conduct, would have permitted the Company to terminate
this Agreement during the Term for Cause, then the Company shall have the right, upon notice to the
Executive (describing such conduct in reasonable detail), (A)&nbsp;to terminate all payments and
benefits, other than the Unrestricted Payments, then remaining payable to or for the benefit of the
Executive under Sections&nbsp;6.2, 6.3, 6.4, 6.5, 6.6, or 6.8 (including but not limited to continued
vesting or payment of any unvested or unexercised awards under the Company&#146;s Compensation Plans),
and (B)&nbsp;to recover from the Executive any and all payments made or benefits paid to or for the
benefit of the Executive, including all or any portion of the Unrestricted Payments, that the
Company would not have been obligated to pay to or for the benefit of the Executive or to which the
Executive otherwise would not have been entitled if the Company had terminated the Executive for
Cause as a result of such conduct at or promptly after the time on which such conduct first
occurred. The Executive shall repay to the Company all amounts due under the preceding sentences
promptly upon demand for such payment by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.8 <I>Supplemental Retirement Benefit</I>. If the Executive has a Termination of Employment for any
reason other than Cause, the Executive shall receive a supplemental retirement benefit, as follows:
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) If the Executive has a Termination of Employment for any reason other than Cause
and the Date of Termination is prior to a Change in Control, the Company shall pay the
Executive a cash lump sum supplemental retirement benefit within thirty (30)&nbsp;days following
the six (6)&nbsp;month anniversary of the Date of Termination, but no earlier than January&nbsp;1,
2009, equal to the product of (1)&nbsp;the lump sum Present Value of the SERP Benefit, multiplied
by (2)&nbsp;a fraction (not to exceed one (1)), the numerator of which equals the Executive&#146;s
Years of Service prior to the Date of Termination (rounded up to the next full year of
service) and the denominator of which is ten (10).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If the Executive has a Termination of Employment for Good Reason or Without Cause
and the Date of Termination is within the twelve (12)&nbsp;month period following a Change in
Control, the Executive&#146;s supplemental retirement benefit shall be payable and determined as
set forth in paragraph (a)&nbsp;above, except that, for this purpose, the fraction used in
paragraph (a)(2) above shall be one (1).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) If the Executive has a Termination of Employment for any reason other than Cause
and the Date of Termination is after a Change in Control and the provisions of paragraph (b)
above do not apply, the Executive shall be paid a lump sum cash payment within thirty (30)
days following the six (6)&nbsp;month anniversary of the Date of Termination in an amount equal
to the lump sum that would have been payable to the Executive under paragraph (a)&nbsp;above if
the Executive&#146;s Date of Termination was immediately prior to the Change in Control increased
during the period from the date of the Change in Control until the Date of Termination based
upon an annual interest rate of six percent (6%).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The following terms shall have the following meanings for purposes of this Section
6.8:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) SERP Benefit means ten (10)&nbsp;annual installment payments each in the amount
of sixty percent (60%) of the Executive&#146;s average Base Salary during the three (3)
consecutive full calendar years of employment immediately preceding the Date of
Termination (or, if less than three (3), the average Base Salary for such shorter
period);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) The Present Value of the SERP Benefit shall be calculated by using (i)&nbsp;an
annual interest rate of six percent (6%), and (ii)&nbsp;by assuming the ten (10)&nbsp;annual
installment payments would have commenced on the tenth (10<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) anniversary
of the Executive&#146;s initial date of employment with the Company or, if later, the
Date of Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) Years of Service means years of service as determined under Section&nbsp;5.7.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B>Executive&#146;s Confidentiality Obligation</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1. The Executive hereby acknowledges, understands and agrees that all Confidential
Information is the exclusive and confidential property of the Company and its
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Affiliates which shall at all times be regarded, treated and protected as such in accordance
with this Article&nbsp;7. The Executive acknowledges that all such Confidential Information is in the
nature of a trade secret.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2. For purposes of this Agreement, &#147;Confidential Information&#148; means information, not
generally known to the public, that is used in the business of the Company and (a)&nbsp;is proprietary
to, about or created by the Company, (b)&nbsp;gives the Company some competitive business advantage or
the opportunity of obtaining such advantage or the disclosure of which is likely to be detrimental
to the interests of the Company, (c)&nbsp;is designated as Confidential Information by the Company, is
known by the Executive to be considered confidential by the Company, or from all the relevant
circumstances should reasonably be assumed by the Executive to be confidential and proprietary to
the Company, or (d)&nbsp;is not generally known by non-Company personnel. Such Confidential Information
includes, without limitation, the following types of information and other information of a similar
nature (whether or not reduced to writing or designated as confidential):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Internal personnel and financial information of the Company, information about vendors
that is not generally known but is known to the Company as a result of the Company&#146;s relationship
with the vendor (including vendor characteristics, services, prices, lists and agreements),
purchasing and internal cost information, internal service and operational manuals, and the manner
and methods of conducting the business of the Company;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Marketing and development plans, price and cost data, price and fee amounts, pricing and
billing policies, quoting procedures, marketing techniques, forecasts and forecast assumptions and
volumes, and future plans and potential strategies (including, without limitation, all information
relating to any acquisition prospect and the identity of any key contact within the organization of
any acquisition prospect) of the Company which have been or are being discussed;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Names of customers and their representatives, contracts (including their contents and
parties), customer services, and the type, quantity, specifications and content of products and
services purchased, leased, licensed or received by customers of the Company;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Confidential and proprietary information provided to the Company by any actual or
potential customer, government agency or other third party (including businesses, consultants and
other entities and individuals);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Any non-public information about the Company&#146;s landfill development plans, landfill
capacity, and the status of the permitting process with respect to any aspect of the Company&#146;s
business; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Any non-public information about the existence or status of any governmental
investigation, charge, or lawsuit, the status or the position of the Company regarding the value of
any claim or charge (whether filed by the government or a third party), the Company&#146;s interest in
resolving any such claim or charge; or any non-public information regarding the Company&#146;s
compliance with federal, state or local laws.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3. As a consequence of the Executive&#146;s acquisition or anticipated acquisition of
Confidential Information, the Executive shall occupy a position of trust and confidence with
respect to the affairs and business of the Company. In view of the foregoing, and of the
consideration to be provided to the Executive, the Executive agrees that it is reasonable and
necessary that the Executive make each of the following covenants:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;At any time during the Term and thereafter, the Executive shall not disclose Confidential
Information to any person or entity, either inside or outside of the Company, other than as
necessary in carrying out his duties and responsibilities as set forth in Article&nbsp;2, without first
obtaining the Company&#146;s prior written consent, unless such disclosure is required by applicable law
or regulation;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;At any time during the Term and thereafter, the Executive shall not use, copy or transfer
Confidential Information other than as necessary in carrying out his duties and responsibilities as
set forth in Article&nbsp;2, without first obtaining the Company&#146;s prior written consent, except as
required by applicable law or regulation; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;On the Date of Termination, the Executive shall promptly deliver to the Company (or its
designee) all written materials, records and documents made by the Executive or which came into his
possession prior to or during the Term concerning the business or affairs of the Company,
including, without limitation, all materials containing Confidential Information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4. The Executive acknowledges and agrees that the use of the term &#147;Company&#148; in this Article
7 means both the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<B>Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions</B>.
Consistent with the Executive&#146;s fiduciary duties to the Company, the Executive agrees that during
his employment by the Company, the Executive shall promptly disclose in writing to the Company all
information, ideas, concepts, improvements, discoveries and inventions, which are conceived,
developed, made or acquired by the Executive, either individually or jointly with others, and which
relate to the business, products or services of the Company, irrespective of whether the Executive
used the Company&#146;s time or facilities and irrespective of whether such information, idea, concept,
improvement, discovery or invention was conceived, developed, discovered or acquired by the
Executive on the job, at home, or elsewhere. This obligation extends to all types of information,
ideas and concepts, including, information, ideas and concepts relating to new types of services,
corporate opportunities, acquisition prospects, the identity of key representatives within
acquisition prospect organizations, prospective trade names or service marks for the Company&#146;s
business activities, and the like. The Executive acknowledges and agrees that the use of the term
&#147;Company&#148; in this Article&nbsp;8 means both the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<B>Ownership of Information, Ideas, Concepts, Improvements, Discoveries and all Original Works
of Authorship</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1. All information, ideas, concepts, improvements, and discoveries which are conceived,
made, developed or acquired by the Executive or which are disclosed or made
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">known to the Executive, individually or in conjunction with others, during the Executive&#146;s
employment by the Company and which relate to the business, products or services of the Company
(including, without limitation, all such information relating to corporate opportunities, research,
financial and sales data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the identity of key
contacts within the customers&#146; organizations or within the organization of acquisition prospects,
marketing and merchandising techniques, and prospective names and service marks) are and shall be
the sole and exclusive property of the Company. Furthermore, all drawings, memoranda, notes,
records, files, correspondence, manuals, models, specifications, computer programs, maps and all
other writings or materials of any type embodying any of such information, ideas, concepts,
improvements, and discoveries are and shall be the sole and exclusive property of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2. In particular, the Executive hereby specifically sells, assigns, transfers and conveys to
the Company all of his worldwide right, title and interest in and to all such information, ideas,
concepts, improvements, and discoveries, and any United States or foreign applications therefore.
The Executive shall assist the Company and its nominee at all times and in all manners, during the
Term and thereafter, in the protection of such information, ideas, concepts, improvements, or
discoveries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3. In the event the Executive individually, or jointly with others, creates, during the
Term, any original work of authorship fixed in any tangible medium of expression which is the
subject matter of copyright (such as videotapes, written presentations on acquisitions, computer
programs, drawings, maps, architectural renditions, models, manuals, brochures or the like)
relating to the Company&#146;s business products or services, the Company shall be deemed the author of
such work if the work is prepared by the Executive within the scope of his employment; or, if the
work is not prepared by the Executive within the scope of his employment but is specially ordered
by the Company as a contribution to a collective work, as a part of a motion picture or other
audiovisual work, as a translation, as a supplementary work, as a compilation or as an
instructional text, then the work shall be considered to be a work made for hire, and the Company
shall be the author of such work. If such work is neither prepared by the Executive within the
scope of his employment nor a work specially ordered and deemed to be a work made for hire, then
the Executive hereby agrees to sell, transfer, assign and convey, and by these presents, does sell,
transfer, assign and convey, to the Company all of the Executive&#146;s worldwide right, title and
interest in and to such work and all rights of copyright therein. The Executive agrees to assist
the Company, at all times, during the Term and thereafter, in the protection of the Company&#146;s
worldwide right, title and interest in and to such work and all rights of copyright therein, which
assistance shall include, but shall not be limited to, the execution of all documents requested by
the Company or its nominee and the execution of all lawful oaths and applications for registration
of copyright in the United States and foreign countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4. The Executive acknowledges and agrees that the use of the term &#147;Company&#148; in this Article
9 means both the Company and its Affiliates.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<B>Executive&#146;s Non-Competition and Non-Solicitation Obligations</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1. For purposes of this Article&nbsp;10:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&#147;Company&#148; means both the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Competitor&#148; means any company that provides Non-hazardous Solid Waste Management services
in any state in which the Company does business. &#147;Principal Competitor&#148; means Waste Management,
Inc., Republic Services, Inc., Capital Environmental Resource, Inc., Onyx Waste Services
Incorporated, Waste Industries USA, Inc., Waste Connections, Inc., or Casella Waste Systems, Inc.
(or their predecessors and successors, subsidiaries, or affiliate operations), or any other public
or private business (including their predecessors and successors, subsidiaries, or affiliate
operations) conducting Non-hazardous Solid Waste Management in three (3)&nbsp;or more states in which
the Company does business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;For purposes of Article&nbsp;10, &#147;Rendering Services&#148; means performing any kind of services or
duties related to Non-hazardous Solid Waste Management, including performing any functions that are
the same as, or substantially similar to, the duties the Executive performed under Section&nbsp;2 of
this Agreement, whether done directly or through others, whether done in person or through
telephonic, electronic, or some other means of communication, and whether done as a principal,
director, officer, agent, employee, contractor or consultant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;Contact&#148; means any direct or indirect interaction between the Executive and any customer,
potential customer or acquisition prospect which takes place in an effort to further a business
relationship, whether done directly or through others, whether in person or through telephonic,
electronic, or some other means of communication, and whether done as a principal, director,
officer, agent, employee, contractor or consultant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&#147;Non-hazardous Solid Waste Management&#148; means the collection, hauling, disposal or
recycling of non-hazardous refuse.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&#147;Facility&#148; means any office, transfer station, hauling operation, landfill, or recycling
center of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2. <I>Prohibition on Competition and Solicitation During Employment</I>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;At no time during the Term will the Executive, directly or indirectly, provide service as
a principal, director, officer, agent, employee, consultant or contractor in or to any business
that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street
sweeping or any other services that the Company provides.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;At no time during the Term will the Executive directly or indirectly (1)&nbsp;induce, entice or
solicit any employee of the Company to leave his or her employment, (2)&nbsp;Contact, communicate or
solicit any customer, potential customer, or acquisition prospect of the Company for the purpose of
ending or avoiding a business relationship, or (3)&nbsp;use any information regarding actual or
potential customers or acquisition
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">targets of the Company for any purpose other than in performing his duties under this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3. <I>Prohibition Against Competition After Employment</I>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive agrees that, after the Date of Termination, he will not compete with the
Company to the extent, and subject to the express limitations, provided in this Section&nbsp;10.3. At no
time during the Term will the Executive, directly or indirectly, provide service as a principal,
director, officer, agent, employee, consultant or contractor in or to any business that conducts
Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any
other services that the Company provides.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive&#146;s obligation not to compete with the Company will end two (2)&nbsp;years after
the Date of Termination. If a court concludes that two (2)&nbsp;years is an unreasonable time for that
obligation, the Executive&#146;s obligation to not compete with the Company will end one (1)&nbsp;year after
the Date of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;During the Executive&#146;s employment as Executive Vice President, Human Resources and
Organizational Development, he will be active in all significant management and operational issues
and will possess Confidential Information regarding the Company&#146;s operations across the nation, not
just in any particular geographic area around where his office is or will be located. Thus, the
scope of Executive&#146;s obligation to not compete with the Company cannot reasonably be limited to a
particular geographic area. Executive&#146;s employment with any business that provides Non-hazardous
Solid Waste Management services, regardless of location, is likely to harm the Company&#146;s business
interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any
Principal Competitor that are: (i)&nbsp;rendered in a state in which the Company does business; or (ii)
directed at achieving, or intended to achieve, a result in any such state.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see
Section&nbsp;11.6) and that Arizona courts have not addressed under what circumstances, and to what
extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties
wish to include Section&nbsp;10.3(d) as a back-up to the restrictions in Section&nbsp;10.3(c) in the event a
court concludes that those restrictions are not reasonably limited and severs the applicable
portions of Section&nbsp;10.3(c) under Arizona&#146;s &#147;blue pencil&#148; rule. Accordingly, Executive will not
Render Services to any Competitor or Principal Competitor that are: (i)&nbsp;rendered within forty (40)
miles of any Facility; or (ii)&nbsp;directed at achieving, or intended to achieve, a result within forty
(40)&nbsp;miles of any Facility. Executive acknowledges that the restrictions in this Section&nbsp;10.3(d)
are separate and apart from the restrictions in Section&nbsp;10.3(c) above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Additionally, Executive will not Render Services to any business providing portable toilet
street sweeping or other services within forty (40)&nbsp;miles of any Facility at which the same or
similar services are provided.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The non-compete restrictions in this Section&nbsp;10.3 are expressly intended to preclude the
Executive from physically working in a geographic area that is not
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --> - 25 - <!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">covered by the applicable restriction (i.e., working in a state in which the Company is not
conducting business) but where the Executive&#146;s responsibilities would include any management,
oversight or analysis of a business unit in a geographic area covered by the applicable
restriction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4. <I>Prohibition Against Solicitation After Employment</I>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive agrees that, after the Date of Termination, he will limit his activities
relating to the customers, potential customers, acquisition prospects, and employees of the Company
to the extent, and subject to the express limitations, provided in this Section&nbsp;10.4.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive&#146;s obligations under this Section&nbsp;10.4 will end two (2)&nbsp;years after the Date
of Termination. If a court concludes that two (2)&nbsp;years is an unreasonable time for those
obligations, Executive&#146;s obligations under this Section&nbsp;10.4 will end one (1)&nbsp;year after the Date
of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive will not Contact customers, potential customers, or acquisition prospects of
the Company for any purpose related to providing Non-hazardous Solid Waste Management services in
any state in which the Company does business. In the event a court concludes that this particular
restriction is not reasonably limited, the Executive will not Contact customers, potential
customers or acquisition prospects of the Company for any purpose related to providing
Non-hazardous Solid Waste Management services within forty (40)&nbsp;miles of any Facility.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Additionally, the Executive will not Contact customers, potential customers or acquisition
prospects of the Company for any purpose related to providing portable toilet, street sweeping or
other services within forty (40)&nbsp;miles of any Facility at which the same or similar services are
provided.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive will not solicit any employee or consultant of the Company to work for any
other person or to leave his or her employment. The Executive will not, directly or indirectly, be
involved in the recruiting and/or hiring (whether that involvement is in the nature of serving as a
reference or as a decision-maker) of any person employed or retained as a consultant by the
Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;In the event a court concludes that the restrictions in Section&nbsp;10.4(e) are not reasonably
limited, Executive will not: (i)&nbsp;solicit any employee or consultant of the Company who, directly or
indirectly, reported to Executive at any time during the Term, where the solicitation is to
encourage the employee or consultant to work for any other person or entity, or to leave his or her
employment; or (ii)&nbsp;be involved in the recruiting and/or hiring (whether that involvement is in the
nature of serving as a reference or as a decision-maker) of any such employee or consultant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5. <I>Other Provisions</I>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive acknowledges and agrees that a violation of the promises he has made under
this Article&nbsp;10 is likely to cause irreparable harm to the Company and justify the grant of
injunctive relief. Additionally, to provide the Company with the
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --> - 26 - <!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">protections it has bargained for in this Article&nbsp;10, any period of time in which the Executive
has been in breach of the provisions in this Article&nbsp;10 will extend, by that amount of time, the
time for which he should be precluded from further breaching the promises made in this Article&nbsp;10,
provided that the Company does not unreasonably delay in bringing appropriate legal action after
discovery of any such breach by Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the applicable temporal or geographic limitations agreed to by the parties in this
Article&nbsp;10 are found by a court to be overly broad, the parties expressly authorize the judge
before whom any dispute is brought to impose the broadest temporal and geographic limitations
permissible under the law, so as to effectuate the parties&#146; intent and ensure that the Company
obtains the protections it sought and for which it provided material consideration in this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<B>Miscellaneous</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.1. <I>Notices</I>. All notices and other communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been given when delivered by hand or mailed by
registered or certified mail, return receipt requested, as follows (provided that notice of a
change of address shall be deemed given only when received):
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="51%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">If to the Company:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Allied Waste Industries, Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">18500 North Allied Way</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phoenix, Arizona 85054</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ATTN: General Counsel</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">If to the Executive:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="margin-left:15px; text-indent:-15px">Edward A. Evans, Executive Vice President and <br>Chief Personnel Officer</DIV></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">c/o Allied Waste Industries, Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">18500 North Allied Way</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phoenix, Arizona 85054</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other names or addresses as the Company or the Executive, as the case may be, shall
designate by notice to the other party in the manner specified in this Section&nbsp;11.1.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.2. <I>Waiver of Breach</I>. The waiver by any party of a breach of any provision of this Agreement
shall neither operate nor be construed as a waiver of any subsequent breach by any party. No breach
shall be deemed waived unless the waiver is in a writing signed by the non-breaching party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.3. <I>Assignment</I>. This Agreement shall be binding upon and inure to the benefit of the
Company, its Affiliates, successors, legal representatives and assigns, and upon the Executive, his
heirs, executors, administrators, legal representatives and assigns; provided, however, the
Executive agrees that his rights and obligations hereunder are personal to him and may not be
assigned without the express written consent of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.4. <I>Entire Agreement, No Oral Amendments</I>. This Agreement, together with any schedule or
exhibit attached hereto and any document, policy, rule or regulation referred to
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --> - 27 - <!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">herein, replaces and merges all previous agreements and discussions relating to the same or
similar subject matter between the Executive and the Company and constitutes the entire agreement
between the Executive and the Company with respect to the subject matter of this Agreement. This
Agreement may not be modified in any respect by any verbal statement, representation or agreement
made by any employee, officer, or representative of the Company or by any written agreement unless
signed by an officer of the Company who is expressly authorized by the Company to execute such
document.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.5. <I>Enforceability</I>. If any provision of this Agreement or application thereof to anyone or
under any circumstances shall be determined to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions or applications of this Agreement which can
be given effect without the invalid or unenforceable provision or application.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.6. <I>Jurisdiction, Venue</I>. The laws of the State of Arizona shall govern the interpretation,
validity and effect of this Agreement without regard to the place of execution or the place for
performance thereof, and the Company and the Executive agree that the courts situated in Maricopa
County, Arizona shall have personal jurisdiction over the Company and the Executive to hear all
disputes arising under this Agreement. This Agreement is to be at least partially performed in
Maricopa County, Arizona, and as such, the Company and the Executive agree that venue shall be
proper with the courts in Maricopa County, Arizona to hear such disputes. In the event either party
is not able to effect service of process upon the other party with respect to such disputes, the
Company and the Executive expressly agree that the Secretary of State for the State of Arizona
shall be an agent of the Company and/or the Executive to receive service of process on behalf of
the Company and/or the Executive with respect to such disputes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.7. <I>Injunctive Relief</I>. The Company and the Executive agree that a breach of any term of this
Agreement by the Executive would cause irreparable damage to the Company and that, in the event of
such breach, the Company shall have, in addition to any and all remedies of law, the right to any
injunction, specific performance and other equitable relief to prevent or to redress the violation
of the Executive&#146;s obligations under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.8. <I>Withholding</I>. All payments made pursuant to this Agreement shall be net of payroll and
withholding deductions as may be required by law and other deductions that are either applied
generally to employees of the Company for insurance and other employee benefit plans or authorized
by Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.9. <I>Arbitration</I>. With the sole exception of any breach by the Executive of the obligations
he assumed under Sections&nbsp;10.1, 10.2, 10.3, 10.4 and/or 10.5 of this Agreement (the breach of which
permits the Company to obtain judicial relief due to the exigent circumstances presented by such a
breach), all other alleged breaches of this Agreement, or any other dispute between the parties to
this Agreement arising out of or in connection with the Executive&#146;s employment with the Company
will be settled by binding arbitration to the fullest extent permitted by law. This Agreement to
arbitrate applies to any claim for relief of any nature, including but not limited to claims of
wrongful discharge under statutory law and common law; employment discrimination based on federal,
state or local statute, ordinance, or governmental
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --> - 28 - <!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">regulations, including discrimination prohibited by: (a)&nbsp;Title VII of the Civil Rights Act of
1964, as amended, (b)&nbsp;the Age Discrimination in Employment Act, (c)&nbsp;the Americans with Disabilities
Act, (d)&nbsp;the Fair Labor Standards Act, and (e)&nbsp;claims of retaliatory discharge or other acts of
retaliation; compensation disputes; tortuous conduct; allegedly contractual violations; ERISA
violations; and other statutory and common law claims and disputes, regardless of whether the
statute was enacted or whether the common law doctrine was recognized at the time this Agreement
was signed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties to this Agreement understand that they are agreeing to substitute one legitimate
dispute resolution forum (arbitration)&nbsp;for another (litigation)&nbsp;because of the mutual advantages
this forum offers, and are waiving their right to have their disputes (except as to breaches of
Sections&nbsp;10.1, 10.2, 10.3, 10.4 and/or 10.5 of this Agreement) resolved in court. This substitution
involves no surrender, by either party, of any substantive statutory or common law benefit,
protection, or defense.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The arbitration proceeding shall be conducted in Maricopa County, Arizona, in accordance with
the National Rules for the Resolution of Employment Disputes (National Rules) of the American
Arbitration Association (AAA)&nbsp;in effect at the time a demand for arbitration is made.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One arbitrator shall be used and he or she shall be chosen by mutual agreement of the parties
to this Agreement. If, within thirty (30)&nbsp;days after the Executive notifies the Company of an
arbitrable dispute, no arbitrator has been chosen, an arbitrator shall be chosen by the AAA
pursuant to its National Rules. The arbitrator shall coordinate and, as appropriate, limit all
pre-arbitration discovery. However, the parties to this Agreement will have the right to obtain
discovery through appropriate decision and award, stating the reasons for the award. The decision
and award shall be exclusive, final, and binding on both parties to this Agreement, their heirs,
executors, administrators, successors, and assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will pay all costs and expenses of the arbitration, except for the filing fees and
costs that would have been required had the proceeding been initiated and maintained in the
Maricopa County Superior Court, which fees and costs the Executive will pay. Each party shall pay
their own attorneys&#146; fees and expenses throughout the arbitration proceeding. However, the
arbitrator may award the successful party its attorneys&#146; fees and expenses at the conclusion of the
arbitration (and any other relief provided by law).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.10 <I>Section&nbsp;409</I>. It is intended that the Agreement comply with Section&nbsp;409A, and the
Agreement shall be interpreted, administered and operated accordingly. Nothing herein shall be
construed as an entitlement to or guarantee of any particular tax treatment to the Executive. The
Executive and the Company agree that this Agreement may be amended, by mutual agreement, without
any further consideration to the Executive, to the extent needed to avoid penalties under Section
409A.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;Signature page follows.&#093;
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio --> - 29 - <!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">Dated: June 30, 2008</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">ALLIED WASTE INDUSTRIES, INC.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Timothy R. Donovan, Executive
Vice President, General Counsel &#038; Corporate Secretary</TD>
</TR>

</TABLE>
</DIV>

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">&#147;Company&#148;
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated: June 30, 2008</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Edward A. Evans</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">&#147;Executive&#148;
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio --> - 30 - <!-- /Folio -->
</DIV>



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