MANOR CARE INC
EX-10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>EMPLOYMENT AGREEMENT </B>(this &#147;<U>Agreement</U>&#148;) dated as of June&nbsp;13,
2007, between MANOR CARE, INC., a Delaware corporation (the
&#147;<U>Company</U>&#148;), and PAUL A. ORMOND (the &#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS the Executive is a skilled and dedicated employee of the Company who has important
management responsibilities and talents that benefit the Company; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS the Compensation Committee (the &#147;<U>Committee</U>&#148;) of the Board of Directors of the
Company (the &#147;<U>Board</U>&#148;) considers it essential to the best interests of the Company and its
stockholders to assure that the Company and its subsidiaries will have the continued dedication of
the Executive;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, and intending to be legally bound hereby, the parties hereto agree as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1. <U>Definitions.</U> For purposes of this Agreement, the following terms shall
have the meanings set forth below:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&#147;<U>Affiliate(s)</U>&#148; means, with respect to any specified Person, any other Person
that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, such specified Person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;<U>Annual Incentive Plan</U>&#148; means the Company&#146;s Annual Incentive Plan as in effect
from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;<U>Cause</U>&#148; means the occurrence of any one of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the Executive is convicted of, or pleads guilty or <U>nolo contendere</U> to,
any felony;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the Executive commits one or more acts constituting wilful financial dishonesty
or fraud in connection with the performance of his duties; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the Executive continually and wilfully fails, for at least 14&nbsp;days following
written notice from the Company, to perform substantially the Executive&#146;s employment duties
(other than as a result of incapacity due to physical or mental illness or after delivery
by the Executive of a Notice of Termination for Good Reason).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this provision, no act or failure to act on the part of the Executive shall be
considered &#147;wilful&#148; unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive&#146;s action or
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">omission was in the best interests of the Company. The termination of employment of the Executive for
Cause shall not be effective unless and until there has been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board (excluding the Executive) at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, the Executive is guilty of the conduct described in clause (i), (ii)&nbsp;or (iii)
above and specifying the particulars thereof in detail.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;<U>Change in Control</U>&#148; means the occurrence of any of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) during any period of twelve consecutive months, the individuals who, as of the
beginning of such period, were members of the Board (the &#147;<U>Incumbent Directors</U>&#148;)
cease for any reason, prior to the end of such period, to constitute at least a majority of
the Board; <U>provided</U>, <U>however</U>, that any individual becoming a director
subsequent to the beginning of such period whose appointment or election, or nomination for
election, by the Company&#146;s stockholders was approved by a vote of at least a majority of
the Incumbent Directors shall be considered as though such individual were an Incumbent
Director, but excluding, for purposes of this proviso, any such individual whose assumption
of office after the beginning of such period occurs as a result of an actual or threatened
proxy contest with respect to election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a &#147;person&#148; (as such term
is used in Section 13(d) of the Exchange Act) (each, a &#147;<U>Person</U>&#148;) other than the
Board or the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the consummation of (A)&nbsp;a merger, consolidation, statutory share exchange,
reorganization or similar form of corporate transaction (including as a part of a series of
other transactions) involving (x)&nbsp;the Company or (y)&nbsp;any of its Subsidiaries, but in the
case of this clause (y)&nbsp;only if Company Voting Securities (as defined below) are issued or
issuable or (B)&nbsp;a sale or other disposition of all or substantially all the assets of the
Company (any such event, a &#147;<U>Reorganization</U>&#148;), unless, immediately following such
Reorganization, (1)&nbsp;all or substantially all the individuals and entities who were the
&#147;beneficial owners&#148; (as such term is defined in Rule&nbsp;13d-3 under the Exchange Act (or a
successor rule thereto)) of shares of the Company&#146;s common stock or other securities
eligible to vote for the election of the Board outstanding immediately prior to the
consummation of such Reorganization (such securities, the &#147;<U>Company Voting
Securities</U>&#148;) beneficially own, directly or indirectly, more than 65% of the combined
voting power of the then outstanding voting securities of the corporation or other entity
resulting from such Reorganization (including a corporation or other entity that, as a
result of such transaction, owns the Company or all or substantially all the Company&#146;s
assets either directly or through one or more subsidiaries) (the &#147;<U>Continuing
Entity</U>&#148;) in substantially the same proportions as their ownership, immediately prior to
the consummation of such Reorganization, of the outstanding Company Voting Securities
(excluding any outstanding voting securities of the Continuing
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Entity that such beneficial owners hold immediately following the consummation of the
Reorganization as a result of their ownership prior to such consummation of voting
securities of any corporation or other entity involved in or forming part of such
Reorganization other than the Company or a Subsidiary), (2)&nbsp;no Person (excluding any
employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity
or any corporation or other entity controlled by the Continuing Entity) beneficially owns,
directly or indirectly, 15% or more of the combined voting power of the then outstanding
voting securities of the Continuing Entity and (3)&nbsp;at least a majority of the members of
the board of directors or other governing body of the Continuing Entity immediately after
the Reorganization are Incumbent Directors;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;any Person, corporation or other entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 15% or more of the combined voting
power of the Company Voting Securities; <U>provided</U>, <U>however</U>, that for
purposes of this subparagraph (iv), the following acquisitions shall not constitute a
Change in Control: (A)&nbsp;any acquisition by the Company or any Subsidiary, (B)&nbsp;any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary, (C)&nbsp;any acquisition by an underwriter temporarily holding such
Company Voting Securities pursuant to an offering of such securities or (D)&nbsp;any acquisition
pursuant to a Reorganization that does not constitute a Change in Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&#147;<U>Change in Control Date</U>&#148; means the date on which a Change in Control occurs (if
any).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&#147;<U>Code</U>&#148; means the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&#147;<U>Competing Business</U>&#148; shall mean any person, corporation or other entity engaged
in the United States of America in providing skilled nursing, assisted living, home health, hospice
or rehabilitation services or providing or attempting to provide any other product or service which
is the same as or similar to products or services sold or provided by the Company or any of its
subsidiaries within the two-year period prior to the Termination Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&#147;<U>Disability</U>&#148; means that either (i)&nbsp;the Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not
less than twelve months or (ii)&nbsp;the Executive is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve months,
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">receiving income replacement benefits for a period of not less than three months under an
accident and health plan covering the Company&#146;s employees.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&#147;<U>Employee Benefits</U>&#148; means the perquisites and benefits as provided under any and
all employee retirement income and welfare benefit policies, plans, programs or arrangements in
which the Executive is entitled to participate at any time of determination, including any stock
option, stock purchase, stock appreciation, savings, pension, supplemental employee retirement, or
other retirement income or welfare benefit, deferred compensation, incentive compensation, group or
other life, health, medical, hospital or other insurance (whether funded by actual insurance or
self-insured by the Company), disability, salary continuation, expense reimbursement and other
employee benefit policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended from time to
time, or any successor statute thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&#147;<U>Excise Tax</U>&#148; means the excise tax imposed by Section&nbsp;4999 of the Code, together
with any interest or penalties imposed with respect to such tax.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&#147;<U>Good Reason</U>&#148; means, without the Executive&#146;s express written consent, the
occurrence of any one or more of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the failure to elect or reelect or otherwise to maintain Executive in the
office(s) or position(s) with the Company set forth in Section&nbsp;3 and any other office(s) or
position(s) that Executive held immediately prior to the Change in Control Date, or the
removal of Executive as a member of the Board or Chairman of the Board;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the occurrence of any of the following which is not remedied within ten days
after written notice to the Board from Executive:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) a significant adverse change, whether involving a reduction or expansion,
in the nature or scope of the authorities, positions, powers, functions,
responsibilities or duties attached to the office(s) and position(s) with the
Company set forth in Section&nbsp;3 and any other office(s) or position(s) that
Executive held immediately prior to the Change in Control Date, including any
change in the reporting lines, offices and positions to which Executive reported or
which reported to the Executive immediately prior to the Change in Control Date and
any change due to the Company no longer being a reporting company under the
Exchange Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) a reduction in Executive&#146;s annual base salary as in effect immediately
prior to the Change in Control Date;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) a material reduction in the scope or value of Employee Benefits as in
effect immediately prior to the Change in Control Date;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) any material breach of this Agreement by the Company; or
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E) the continuation or repetition of harassing or denigrating treatment of
Executive which is inconsistent with Executive&#146;s position with the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the failure of the Company to comply with and satisfy the requirements of
Section&nbsp;14(c); or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) the Company (A)&nbsp;relocates its principal executive offices, or requires Executive
to have his principal place of employment changed, to any location which increases by more
than 25 miles Executive&#146;s commuting distance as compared to his commuting distance
immediately prior to the Change in Control Date or (B)&nbsp;requires Executive to travel away
from his principal place of employment in the course of discharging his responsibilities or
duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in
any two consecutive calendar quarters when annualized for purposes of comparison to any
prior year) than the average of such time that was required of Executive in the three full
years immediately prior to the Change in Control Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive&#146;s right to terminate employment for Good Reason shall not be affected by the
Executive&#146;s incapacity due to physical or mental illness. A termination of employment by the
Executive for Good Reason for purposes of this Agreement shall be effectuated by giving the Company
written notice (&#147;<U>Notice of Termination for Good Reason</U>&#148;) of the termination setting forth
in reasonable detail the specific conduct of the Company that constitutes Good Reason and the
specific provisions of this Agreement on which the Executive relied. A termination of employment
by the Executive for Good Reason shall be effective on the 30th day following the date when the
Notice of Termination for Good Reason is given, unless the Company elects to treat such termination
as effective as of an earlier date. If the Executive continues to provide services to the Company
after one of the events giving rise to Good Reason has occurred, the Executive shall not be deemed
to have consented to such event or to have waived the Executive&#146;s right to terminate his or her
employment for Good Reason in connection with such event.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&#147;<U>Incentive Amount</U>&#148; means the sum of (i)&nbsp;the amount payable on a full-year basis
to the Executive under his Performance Award Plan award for the award period ending in the year in
which the Change in Control Date occurs (if any) determined on the basis of maximum performance
achievement and (ii)&nbsp;the amount payable on a full-year basis to the Executive under his Annual
Incentive Plan award for the award period ending in the year in which the Change in Control Date
occurs determined on the basis of maximum award level achievement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&#147;<U>Payment</U>&#148; means any payment, benefit or distribution (or combination thereof) by
the Company, any of its Affiliates or any trust established by the Company or its Affiliates, to or
for the benefit of the Executive, whether paid, payable, distributed, distributable or provided
pursuant to this Agreement or otherwise, including any payment, benefit or other right that
constitutes a &#147;parachute payment&#148; within the meaning of Section&nbsp;280G of the Code.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&#147;<U>Performance Award Plan</U>&#148; means the Company&#146;s Performance Award Plan as in effect
from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&#147;<U>Person</U>&#148; shall have the meaning set forth in Section&nbsp;1(d)(i).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&#147;<U>Protection Period</U>&#148; means the period commencing on the Change in Control Date and
ending on the third anniversary thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&#147;<U>Qualifying Termination</U>&#148; means any termination of the Executive&#146;s employment (i)
by the Company, other than for Cause, death or Disability, that is effective (or with respect to
which the Executive is given written notice) during the period beginning on the date that is 60
days prior to the first public announcement by the Company of the potential occurrence of an event
that would constitute a Change in Control and ending on the expiration of the Protection Period,
(ii)&nbsp;by the Executive for Good Reason that is effective (or with respect to which the Executive has
given Notice of Termination for Good Reason) during the Protection Period, or (iii)&nbsp;by the
Executive, whether or not for Good Reason, during the 180-day period beginning on the first
anniversary of the Change in Control Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&#147;<U>Specified Performance Level</U>&#148; means (i)&nbsp;in the case of any Performance Share (as
defined in Section&nbsp;7), performance achievement (expressed as a percentage) relative to the
applicable performance goals established by the Company for each applicable year for Performance
Shares generally (provided that, in the case of any such year for which more than one actual
performance level was determined, the actual performance level for such year shall be deemed to be
the average of all such levels for such year), equal to the greatest of, as applicable, (A)&nbsp;the
average actual aggregate award level or levels of the Company (as approved by
the Committee and expressed as a percentage) for each of the three full years prior to the year in
which the Change in Control Date occurs, (B)&nbsp;if the Change in Control Date occurs after June&nbsp;30 in
any year, the average actual aggregate award level or levels of the Company (as approved by the
Committee and expressed as a percentage) for each of the two full years prior to the year in which
the Change in Control Date occurs and the partial year in which the Change in Control Date occurs,
utilizing, in the case of such partial year, the aggregate award level of the Company for such year
as determined by the Committee prior to the Change in Control Date and expressed as a percentage
based on the Committee&#146;s review of year-to-date financial performance of the Company for such year,
and (C)&nbsp;such other performance achievement level as may be determined by the Committee prior to the
Change in Control Date (expressed as a percentage) based on the Committee&#146;s review of Company
performance, in comparison to actual award levels approved by the Committee, for the multi-year
period commencing in 2005 with respect to which various awards of Performance Shares were made and
such other factors as the Committee determines are relevant to determining an appropriate
performance achievement level, (ii)&nbsp;in the case of any Annual Incentive Plan award, award level
achievement (expressed as a percentage) equal to the greater of (A)&nbsp;the average actual award level
achievement of the Executive (as approved by the Committee and expressed as a percentage) for each
of the three full years prior to the year in which the Change in Control Date occurs (or such
lesser number of years for which the Executive was employed by the Company) relative to the
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">applicable performance goals established by the Company for each of such full years and (B)
such other award level achievement as may be determined by the Committee prior to the Change in
Control Date (expressed as a percentage) based on the Committee&#146;s review of year-to-date
performance of the Company and the Executive for the year in which the Change in Control Date
occurs and such other factors as the Committee determines are relevant to determining an
appropriate performance achievement level and (iii)&nbsp;in the case of any Performance Award Plan
award, performance achievement (expressed as a percentage) relative to the applicable performance
goals established by the Company for each applicable year for Performance Award Plan awards
generally (provided that, in the case of any such year for which more than one actual performance
level was determined, the actual performance level for such year shall be deemed to be the average
of all such levels for such year), equal to the greatest of, as applicable, (A)&nbsp;the average actual
performance achievement level of the Company (as approved by the Committee and expressed
as a percentage) for each of the three full years prior to the year in which the Change in Control
Date occurs, (B)&nbsp;if the Change in Control Date occurs after June&nbsp;30 in any year, the average actual
performance achievement level of the Company (as approved by the Committee and expressed as a
percentage) for each of the two full years prior to the year in which the Change in Control Date
occurs and the partial year in which the Change in Control Date occurs, utilizing, in the case of
such partial year, the performance achievement level of the Company for such year as determined by
the Committee prior to the Change in Control Date and expressed as a percentage based on the
Committee&#146;s review of year-to-date financial performance of the Company for such year, and (C)&nbsp;such
other performance achievement level as may be determined by the Committee prior to the Change in
Control Date (expressed as a percentage) based on the Committee&#146;s review of Company performance, in
comparison to actual performance achievement levels approved by the Committee, for the multi-year
period commencing in 2005 with respect to which various awards under the Performance Achievement
Plan were made and such other factors as the Committee determines are relevant to determining an
appropriate performance achievement level.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&#147;<U>Subsidiary</U>&#148; means any entity in which the Company, directly or indirectly,
possesses 50% or more of the total combined voting power of all classes of its stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&#147;<U>Termination Date</U>&#148; means the date (if any) on which the termination of the
Executive&#146;s employment, in accordance with the terms of this Agreement, is effective.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2. <U>Effectiveness; Effect on Prior Agreement.</U> (a)&nbsp;This Agreement and
Executive&#146;s employment hereunder shall become effective as of the date hereof (the &#147;<U>Effective
Date</U>&#148;). This Agreement and Executive&#146;s employment hereunder shall remain in effect until the
third anniversary of the Effective Date, except that, beginning on the second anniversary of the
Effective Date and on each anniversary thereafter (i.e., one year prior to the scheduled expiration
of the term hereof), the term of this Agreement and Executive&#146;s employment hereunder shall be
automatically extended for an additional one-year period, unless, prior to the occurrence of a
Change in Control, the Company or Executive provides the other party with 90&nbsp;days&#146; prior written
notice
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">before the applicable anniversary that the term of this Agreement and Executive&#146;s employment
hereunder shall not be so extended (the last day of such period, giving effect to all such
extensions, the &#147;<U>Normal Expiration Date</U>&#148;), <U>provided</U> that upon the occurrence of a
Change in Control prior to the Normal Expiration Date, (A)&nbsp;the term of this Agreement shall not
expire or terminate, (B)&nbsp;the Company shall have no further right to amend, modify or terminate this
Agreement or the term thereof without the Executive&#146;s written consent in accordance with Section
18, (C)&nbsp;the Employment Term (as defined in Section&nbsp;3) shall not expire unless expressly terminated
by the Company or Executive in accordance with Section&nbsp;4 and (D)&nbsp;any purported termination of this
Agreement or the term thereof by the Company (other than in connection with a termination of
Executive&#146;s employment for any reason other than Cause, death or Disability) shall be deemed to be
a termination of Executive&#146;s employment by the Company other than for Cause; <U>provided</U>,
<U>however</U>, that Sections&nbsp;6, 7 and 8 of this Agreement shall only be effective with respect to
the first Change in Control that occurs during the term of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Effective as of the Effective Date, this Agreement shall replace and supersede in its
entirety the Severance Agreement dated as of August&nbsp;20, 1999 among the Executive, the Company and
the other parties thereto (the &#147;<U>Prior Agreement</U>&#148;), which shall have no further force or
effect. In addition, the receipt of severance benefits under Section&nbsp;5 or 6 shall be conditioned
on the waiver of any other cash severance benefits otherwise payable to the Executive under any
severance plan or policy available generally to Company employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3. <U>Terms and Conditions of Employment.</U> (a)&nbsp;The Company hereby agrees to
continue to employ the Executive, and the Executive hereby agrees to continue to be employed by the
Company, as its Chairman, President and Chief Executive Officer on the terms and conditions set
forth herein for the period commencing on the Effective Date and ending on the earlier of (i)&nbsp;the
termination of the Executive&#146;s employment for any reason and (ii)&nbsp;the termination of this Agreement
in accordance with its terms (such period of employment, the &#147;<U>Employment Term</U>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;During the Employment Term, the Executive shall have authorities, powers, functions,
responsibilities and duties consistent with those held by the Executive immediately prior to the
Effective Date and shall devote substantially all the Executive&#146;s business time to the performance
of such responsibilities and duties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;During the Employment Term, the Executive shall report directly to the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;During the Employment Term, the Executive&#146;s principal place of employment shall be at the
Company&#146;s current principal executive offices in Toledo, Ohio. The Executive acknowledges that his
responsibilities and duties shall require him to travel on business to the extent necessary to
fully perform such responsibilities and duties.
</DIV>
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;During the Employment Term, the Executive shall, without limitation to Sections&nbsp;3 and 4,
be entitled to the following compensation and benefits:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Annual base salary at a rate no less than the rate in effect immediately prior to
the Effective Date, subject to such subsequent upward adjustments as may be determined by
the Board from time to time, which shall be payable on the Company&#146;s normal payroll
schedule;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Such annual, short-term and long-term incentive and equity compensation awards
as may be determined by the Board; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Participation in the employee benefit, welfare, retirement, perquisite and
other plans, programs and policies provided to other similarly situated employees or
provided to other senior executives of the Company, as determined by the Board from time to
time, and subject to the terms and conditions of such arrangements as in effect from time
to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Exhibit&nbsp;A</U> of this Agreement sets forth, as of the date of this Agreement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) With respect to Performance Shares, (A)&nbsp;the Executive&#146;s outstanding awards,
including the applicable performance goals and target and maximum award levels, and (B)&nbsp;the
actual aggregate award levels of the Company (as approved by the Committee and expressed as
a percentage) for each of 2005 and 2006 relative to the applicable performance goals
established by the Company for each of such years for Performance Shares generally.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) With respect to the Annual Incentive Plan, (A)&nbsp;the Executive&#146;s target and
maximum award levels, and (B)&nbsp;the Executive&#146;s actual award level (expressed as a
percentage) under the Annual Incentive Plan with respect to each of 2004, 2005 and 2006 (or
such lesser number of years for which the Executive was employed by the Company).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) With respect to the Performance Award Plan, (A)&nbsp;the Executive&#146;s outstanding
awards, including the applicable performance goals and payout levels, and (B)&nbsp;the actual
payout levels of the Company (as approved by the Committee and expressed as a percentage)
for each of 2004, 2005 and 2006 relative to the applicable performance goals established by
the Company for each of such years for Performance Award Plan awards generally.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Company hereby agrees to amend the Executive&#146;s benefit accrual formula under the
Company&#146;s Senior Executive Retirement Plan in the manner described in the minutes to the May&nbsp;8,
2007 meeting of the Committee in order to reflect the Company&#146;s decision to cease granting awards
under the Performance Award Plan for performance periods beginning in 2007 and thereafter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 4. <U>Termination of Employment.</U> (a)&nbsp;The Executive&#146;s employment hereunder may
be terminated by the Company or the Executive at any time and for any reason, subject to the terms
and conditions of this Agreement.
</DIV>

</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Except as otherwise provided herein, each party hereto shall give the other party at
least 30&nbsp;days prior written notice of any termination of the Executive&#146;s employment by such party.
Notwithstanding the foregoing, the Executive&#146;s employment shall automatically terminate without
notice in the event of the Executive&#146;s death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In the event of any termination of the Executive&#146;s employment hereunder, the Executive
shall be entitled to receive promptly (i)&nbsp;any annual base salary, annual bonus or other amounts
earned and payable, but not yet paid as of the Termination Date, under the terms of the applicable
benefit plan, practice, policy or program, (ii)&nbsp;reimbursement of any unreimbursed business expenses
incurred through the Termination Date, (iii)&nbsp;any other payments explicitly set forth in any benefit
plans, practices, policies and programs in which the Executive participates and (iv)&nbsp;as otherwise
required by applicable law (the rights to such payments, the &#147;<U>Accrued Rights</U>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In addition to the Accrued Rights, the Executive may be entitled to additional payments
and benefits under Section&nbsp;5 or 6. In the event that payments and benefits under Section&nbsp;6 become
payable, the Executive shall not be entitled to receive any payments or benefits under Section&nbsp;5.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5. <U>Severance Prior to a Change in Control.</U> (a)&nbsp;Upon any voluntary
termination of the Executive&#146;s employment, whether or not for Good Reason, the Executive shall not
be entitled to any additional payments or benefits under this Section&nbsp;5 other than the Accrued
Rights.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Upon the termination of Executive&#146;s employment by the Company for Cause, the Executive
shall not be entitled to any additional payments or benefits under this Section&nbsp;5 other than the
Accrued Rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Upon the termination of Executive&#146;s employment by the Company for any reason other than
for Cause, death or Disability, the Company shall, in addition to payment of the Accrued Rights,
continue payment of Executive&#146;s then-current annual base salary, on the Company&#146;s normal payroll
schedule, for a period of three years after the Termination Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Upon the termination of Executive&#146;s employment as a result of death prior to the Change
in Control Date, the Company shall, in addition to payment of the Accrued Rights, continue payment
of Executive&#146;s then-current annual base salary on the Company&#146;s normal payroll schedule for a
period of three years after the Termination Date; <U>provided</U>, <U>however</U>, that such
payments shall be offset by any survivor benefits, excluding life insurance proceeds, received by
Executive&#146;s spouse or other designated beneficiary under the Company&#146;s plans, programs and
policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Upon the termination of Executive&#146;s employment as a result of his Disability prior to the
Change in Control Date, the Company shall, in addition to payment
of the Accrued Rights, continue payment of Executive&#146;s then-current annual base salary on
Company&#146;s normal payroll schedule for a period of three years after the Termination Date;
<U>provided</U>, <U>however</U>, that such payments shall be offset by any disability benefits
</DIV>
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">received by Executive, or his legal guardian, under the Company&#146;s plans, programs and policies.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6. <U>Severance after a Change in Control.</U> (a)&nbsp;In the event of a Qualifying
Termination, the Executive shall be entitled to the following payments and benefits in lieu of any
payments or benefits otherwise payable under Section&nbsp;5:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Company shall pay the Executive an amount equal to three times the sum of (A)
the Executive&#146;s annual base salary as in effect immediately prior to the Termination Date
(without regard to any reduction giving rise to Good Reason) and (B)&nbsp;the Executive&#146;s
Incentive Amount, in a lump-sum payment payable no later than the tenth business day after
the Termination Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The Company shall, at the Company&#146;s expense, continue to provide for a period of
three years after such Qualifying Termination (the &#147;<U>Continuation Period</U>&#148;) group
medical, dental and vision benefits substantially similar to those which the Executive was
receiving or entitled to receive immediately prior to the Change in Control Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) During the Continuation Period, the Company shall provide the Executive the use
of office space, furnishings and secretarial support services substantially similar to
those provided to the Executive immediately prior to Change in Control Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) The Company shall take whatever action is necessary to fund completely any
split-dollar life insurance arrangement maintained by the Company for the benefit of the
Executive, effective as of the Termination Date, and based on the assumption that the
Executive&#146;s service with the Company continues through the end of the Continuation Period.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Effective as of the Termination Date, Executive shall be credited with an
additional 36&nbsp;months of service with the Company for the purpose of determining service
credits and benefits due to Executive under the Company&#146;s tax-qualified and non-qualified
pension, retirement and savings plans in which the Executive, his dependents or his
beneficiaries participated immediately prior to the Change in Control Date,
<U>provided</U> that such credits and benefits with respect to tax-qualified plans shall
be provided under a non-qualified plan to the extent necessary under applicable law and
plan terms.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) The Executive shall be entitled to receive the Accrued Rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Non-Qualifying Termination.</U> In the event of any termination of Executive&#146;s
employment other than a Qualifying Termination (including a termination of employment as a result
of death or Disability) on or after the Change in Control Date, the Executive shall not be entitled
to any payments or benefits from the Company under this
Section&nbsp;6. Notwithstanding the foregoing, the Executive shall be entitled to payment of the
Accrued Rights and may be entitled to payments and benefits under Section&nbsp;5.
</DIV>
</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;SECTION 7. <U>Impact of a Change in Control on Equity Compensation and Other Incentive
Awards.</U> Effective as of the Change in Control Date, notwithstanding any provision to the
contrary in the Company&#146;s Equity Incentive Plan, as amended and restated, Annual Incentive Plan or
Performance Award Plan or any award agreements thereunder, (a)&nbsp;all outstanding (i)&nbsp;stock options
and stock appreciation rights, (ii)&nbsp;restricted shares subject to service, but not performance,
based vesting requirements (including any such shares delivered in connection with the vesting of
Performance Shares (as defined below)) and (iii)&nbsp;restricted stock units, in each case then held by
the Executive that are unexercisable or otherwise unvested, shall automatically become fully vested
and unrestricted and immediately exercisable, as the case may be, and all such vested restricted
stock units shall be settled on the first business day of the calendar year that begins after the
Change in Control Date, (b)&nbsp;all outstanding restricted share awards that are subject to
performance-based vesting or delivery requirements (&#147;<U>Performance Shares</U>&#148;) then held by the
Executive that are unvested shall automatically become vested on the basis that (i)&nbsp;all service
based requirements have been satisfied and (ii)&nbsp;all performance-based requirements have been
satisfied at the Specified Performance Level for Performance Shares for all relevant periods, (c)
the Executive&#146;s outstanding Annual Incentive Plan award for the year in which the Change in Control
Date occurs shall become irrevocably payable, without regard to any term or condition applicable to
such award except as specified herein, at the same time as similar Annual Incentive Plan awards
would generally otherwise be payable based on the terms thereof as in effect immediately prior to
the Change in Control Date (or, if earlier, upon the Executive&#146;s termination of employment for any
reason), in an amount equal to the greater of (i)&nbsp;the amount payable to the Executive under such
award determined on the basis of target performance achievement and (ii)&nbsp;the amount payable to the
Executive under such award determined on the basis of achieving a Specified Performance Level for
such award, and (d)&nbsp;each of the Executive&#146;s Performance Award Plan awards (if any) outstanding in
the year in which the Change in Control Date occurs shall become irrevocably payable, without
regard to any term or condition applicable to such award except as specified herein, at the same
time or times as similar Performance Award Plan awards would generally otherwise be payable based
on the terms thereof as in effect immediately prior to the Change in Control Date (or, if earlier,
upon the Executive&#146;s termination of employment for any reason), in an amount equal to the greater
of (i)&nbsp;the amount payable to the Executive under such award determined on the basis of target
performance achievement and (ii)&nbsp;the amount payable to the Executive under such award determined on
the basis of achieving a Specified Performance Level for such award.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 18pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 8. <U>Certain Additional Payments by the Company.</U> (a)&nbsp;Notwithstanding anything in this Agreement to the contrary and except as set forth below,
in the event it shall be determined that any Payment that is paid or payable to or for the benefit
of the Executive during the term of this Agreement would be subject to the Excise Tax, the
Executive shall be entitled to receive an additional payment (a &#147;<U>280G Gross-Up Payment</U>&#148;) in
an amount such that, after payment by the Executive of all taxes (and any interest or penalties
imposed with respect to such taxes), including any income
and employment taxes and Excise Taxes imposed upon the 280G Gross-Up Payment, the Executive
retains an amount of the 280G Gross-Up Payment equal to the Excise Tax imposed upon such Payments.
The Company&#146;s obligation to make 280G Gross-Up</DIV>


</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Payments under this Section&nbsp;8 shall not be
conditioned upon the Executive&#146;s termination of employment and shall survive and apply after the
Executive&#146;s termination of employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of Section&nbsp;8(c), all determinations required to be made under
this Section&nbsp;8, including whether and when a 280G Gross-Up Payment is required, the amount of such
280G Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall
be made in accordance with the terms of this Section&nbsp;8 by a nationally recognized certified public
accounting firm that shall be designated by the Company (the &#147;<U>Accounting Firm</U>&#148;). The
Accounting Firm shall provide detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the Executive that there has been a
Payment or such earlier time as is requested by the Company or the Executive. For purposes of
determining the amount of any 280G Gross-Up Payment, the Executive shall be deemed to pay Federal
income tax at the highest marginal rate applicable to individuals in the calendar year in which any
such 280G Gross-Up Payment is to be made and deemed to pay state and local income taxes at the
highest marginal rates applicable to individuals in the state or locality of the Executive&#146;s
residence or place of employment in the calendar year in which any such 280G Gross-Up Payment is to
be made, net of the maximum reduction in Federal income taxes that can be obtained from deduction
of state and local taxes, taking into account limitations applicable to individuals subject to
Federal income tax at the highest marginal rate. All fees and expenses of the Accounting Firm
shall be borne solely by the Company. Any 280G Gross-Up Payment, as determined pursuant to this
Section&nbsp;8, shall be paid by the Company to the Executive within five business days of the receipt
of the Accounting Firm&#146;s determination, <U>provided</U> that, in no event, shall such payment be
made later than the last day of the calendar year after the calendar year in which the applicable
Excise Tax is paid. If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting
Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the
application of the Excise Tax, at the time of the initial determination by the Accounting Firm
hereunder, it is possible that the amount of the 280G Gross-Up Payment determined by the Accounting
Firm to be due to the Executive, consistent with the calculations required to be made hereunder,
will be lower than the amount actually due (an &#147;<U>Underpayment</U>&#148;). In the event the Company
exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment (which, for the avoidance of doubt, shall be calculated on
an after-tax basis consistent with this Section&nbsp;8) shall be paid by the Company to the Executive
within five business days of the receipt of the Accounting Firm&#146;s determination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive shall notify the Company in writing of any written claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of a 280G Gross-Up
Payment. Such notification shall be given as soon as
practicable, but no later than ten business days after the Executive is informed in writing of
such claim. Failure to give timely notice shall not prejudice the Executive&#146;s right to 280G
Gross-Up Payments and rights of indemnity under this Section&nbsp;8. The Executive
</DIV>
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 the Executive gives such notice to the Company (or such shorter period 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 the Company desires to contest
such claim, the Executive shall (i)&nbsp;give the Company any information reasonably requested by the
Company relating to such claim, (ii)&nbsp;take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including accepting legal
representation with respect to such claim by an attorney reasonably selected by the Company, (iii)
cooperate with the Company in good faith in order effectively to contest such claim and (iv)&nbsp;permit
the Company to participate in any proceedings relating to such claim; <U>provided</U>,
<U>however</U>, that the Company shall bear and pay directly all costs and expenses (including
additional income taxes, 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 or penalties) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing provisions of this Section&nbsp;8(c), the
Company shall control all proceedings taken in connection with such contest, and, at its sole
discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the applicable taxing authority in respect of such claim and may, at its sole
discretion, 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; <U>provided</U>, <U>however</U>, that (A)
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) imposed with respect to such advance or with respect to any
imputed income in connection with such advance and (B)&nbsp;if such contest results in 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, such extension must be limited solely
to such contested amount. Furthermore, the Company&#146;s control of the contest shall be limited to
issues with respect to which the 280G 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;(d)&nbsp;If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section&nbsp;8(c), the Executive becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company&#146;s complying with the requirements of Section&nbsp;8(c)) promptly
pay to the Company the amount of such refund received (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;8(c), 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
</DIV>
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">in writing of its
intent to contest such denial of refund prior to the expiration of the 30-day period 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 280G 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;SECTION 9. <U>Section&nbsp;409A.</U> It is the intention of the Company and the Executive that
the provisions of this Agreement comply with Section&nbsp;409A of the Code and the final regulations
promulgated thereunder (including the transition rules thereof), and all provisions of this
Agreement shall be construed and interpreted in a manner consistent with Section&nbsp;409A of the Code
and such final regulations. To the extent necessary to avoid imposition of any additional tax or
interest penalties under Section&nbsp;409A (such tax and interest penalties, a &#147;<U>Section&nbsp;409A
Tax</U>&#148;), notwithstanding the timing of payment provided in any other Section of this Agreement,
the timing of any payment, distribution or benefit pursuant to this Agreement shall be subject to a
six-month delay in a manner consistent with Section&nbsp;409A(a)(2)(B)(i) of the Code, <U>provided</U>
that (a)&nbsp;the Executive shall be credited with interest in respect of such payment, distribution or
benefit during such six-month period at the rate set forth in Section&nbsp;16 and (b)&nbsp;if the Executive
dies during such six-month period, any such delayed payments shall not be further delayed, and
shall be immediately payable to the Executive&#146;s devisee, legatee or other designee or, should there
be no such designee, to the Executive&#146;s estate in accordance with the applicable provisions of this
Agreement. From and after the Effective Date and for the remainder of the term of this Agreement,
(i)&nbsp;the Company shall administer and operate this Agreement in compliance with Section&nbsp;409A of the
Code and the final regulations promulgated thereunder and any other applicable rules, regulations
or other guidance promulgated thereunder as in effect from time to time, (ii)&nbsp;in the event that the
Company determines, after conducting a reasonable review, that any provision of this Agreement does
not comply with Section&nbsp;409A of the Code or any such rules, regulations or guidance and that the
Executive may become subject to a Section&nbsp;409A Tax, the Company and the Executive shall negotiate
in good faith to amend or modify such provision to avoid the application of such Section&nbsp;409A Tax,
<U>provided</U> that such amendment or modification shall not (and the Executive shall not be
obligated to consent to any such amendment or modification that would) reduce the economic value to
the Executive of such provision, and (iii)&nbsp;in the event that, notwithstanding the foregoing, the
Executive is subject to a Section&nbsp;409A Tax with respect to any such provision, then except to the
extent such Section&nbsp;409A Tax is attributable to the Executive&#146;s breach of the Executive&#146;s
obligations under the immediately preceding clause (ii), the Executive shall be entitled to receive
an additional payment from the Company (a &#147;<U>409A Gross-Up Payment</U>&#148;) in an amount such that,
after payment by the Executive of all taxes (and any interest or penalties imposed with respect to
such taxes), including any income and employment taxes (and any interest and penalties imposed with
respect thereto) and any Section&nbsp;409A Tax imposed upon the 409A Gross-Up Payment, the Executive
retains an amount of the 409A Gross-Up Payment equal to the Section&nbsp;409A Tax imposed with respect
to such provision. The provisions of Sections 8(c) and (d)&nbsp;shall apply mutatis
mutandis to any claim by the Internal Revenue Service that, if successful, would give rise to
a 409A Gross-Up Payment by the Company.
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10. <U>Non-Competition/Non-Solicitation and Confidentiality.</U> (a)&nbsp;Executive
covenants and agrees that during Executive&#146;s employment with the Company and for a period of two
years following the termination of Executive&#146;s employment, including termination by the Company for
Cause or without Cause, Executive shall not, in the United States of America, engage, directly or
indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder
or otherwise, alone or in association with any other person, corporation or other entity, in any
Competing Business. Notwithstanding the foregoing, Executive may own, directly or indirectly, up
to 1% of the outstanding equity of any business which may be a Competing Business without violating
the provisions of this Section&nbsp;10(a).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Executive agrees that during his employment with the Company he shall not, directly or
indirectly, solicit the business of, or do business with, any customer or prospective customer of
the Company or any of its subsidiaries for any business purpose other than for the benefit of the
Company or any of its subsidiaries. Executive further agrees that for two years following
termination of his employment with the Company, including termination by the Company for Cause or
without Cause, Executive shall not, directly or indirectly, solicit the business of, or do business
with, any customers or prospective customers of the Company or any of its subsidiaries;
<U>provided</U>, <U>however</U>, that this provision shall not apply to soliciting to provide or
providing any services which the Company or any of its subsidiaries does not provide, or has not
traditionally sought to provide.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Executive agrees that, during his employment with the Company and for two years following
termination of Executive&#146;s employment with the Company, including termination by the Company for
Cause or without Cause, Executive shall not, directly or indirectly, solicit or induce, or attempt
to solicit or induce, any employee of the Company to leave the employment of the Company for any
reason whatsoever, or hire or engage any employee of the Company except into the employment of the
Company, provided that the foregoing shall not apply to any employee hired through a general hiring
process without any direct or indirect involvement by Executive in recruiting such person for hire.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive acknowledges that the confidential information and trade secrets of the
Company obtained by the Executive while employed by the Company are the property of the Company.
Therefore, the Executive agrees that the Executive shall not disclose to any unauthorized Person or
use for the Executive&#146;s own purposes any such information or trade secrets without the prior
written consent of the Company, unless and to the extent that the aforementioned matters (i)&nbsp;become
generally known to and available for use by the public other than as a result of the Executive&#146;s
acts or omissions in violation of this Agreement, (ii)&nbsp;were within the Executive&#146;s possession prior
to its being obtained by the Executive in the course of the Executive&#146;s employment with the Company
or (iii)&nbsp;are required to be disclosed pursuant to applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 11. <U>No Mitigation or Offset; Enforcement of this Agreement.</U> (a)&nbsp;Except as
expressly provided in Sections 5(d) and (e), the Company&#146;s obligation to make the payments provided
for in this Agreement and otherwise to perform its
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company
may have against the Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and, except as otherwise expressly provided
for in this Agreement, such amounts shall not be reduced whether or not the Executive obtains other
employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall reimburse the Executive for, promptly upon the Executive&#146;s demand, any
and all reasonable legal fees and expenses that the Executive may incur during the period from the
Effective Date until the expiration of this Agreement in accordance with its terms, as a result of
any contest, dispute or proceeding (regardless of whether formal legal proceedings are ever
commenced and regardless of the outcome thereof and including all stages of any contest, dispute or
proceeding) by the Company, the Executive or any other Person with respect to the validity or
enforceability of, or liability under, any provision of this Agreement (including as a result of
any contest by the Executive regarding the amount of any payment owed pursuant to this Agreement).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 12. <U>Non-Exclusivity of Rights.</U> Nothing in this Agreement shall prevent or
limit the Executive&#146;s continuing or future participation in any plan, practice, policy or program
provided by the Company or a Subsidiary for which the Executive may qualify, nor shall anything in
this Agreement limit or otherwise affect any rights the Executive may have under any plan, contract
or agreement with the Company or a Subsidiary (other than the Prior Agreement). Vested benefits
and other amounts that the Executive is otherwise entitled to receive under any incentive
compensation (including any equity award agreement), deferred compensation, retirement, pension or
other plan, practice, policy or program of, or any contract or agreement with, the Company or a
Subsidiary (other than the Prior Agreement) shall be payable in accordance with the terms of each
such plan, practice, policy, program, contract or agreement, as the case may be, except as
explicitly modified by this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 13. <U>Withholding.</U> The Company may deduct and withhold from any amounts
payable under this Agreement such Federal, state, local, foreign or other taxes as are required to
be withheld pursuant to any 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;SECTION 14. <U>Assignment.</U> (a)&nbsp;This Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution, and any assignment in violation of
this Agreement shall be void.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Notwithstanding the foregoing Section&nbsp;14(a), this Agreement and all rights of the
Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive&#146;s personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any amounts would
still be payable to him or her hereunder if he or she had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
</DIV>
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">this Agreement to
the Executive&#146;s devisee, legatee or other designee or, should there be no such designee, to the
Executive&#146;s estate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company (a
&#147;<U>Successor</U>&#148;) to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would have been required to perform it if no such succession had taken
place. As used in this Agreement (except for purposes of Section&nbsp;10), (i)&nbsp;the term &#147;Company&#148; shall
mean the Company as hereinbefore defined and any Successor and any permitted assignee to which this
Agreement is assigned and (ii)&nbsp;the term &#147;Board&#148; shall mean the Board as hereinbefore defined and
the board of directors or equivalent governing body of any Successor and any permitted assignee to
which this Agreement is assigned.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 15. <U>Dispute Resolution.</U> (a)&nbsp;Except as otherwise specifically provided
herein, the Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction
of any Federal court located within the State of Ohio over any dispute arising out of or relating
to this Agreement. Except as otherwise specifically provided in this Agreement, the parties
undertake not to commence any suit, action or proceeding arising out of or relating to this
Agreement in a forum other than a forum described in this Section&nbsp;15(a); <U>provided</U>,
<U>however</U>, that nothing herein shall preclude the Company or the Executive from bringing any
suit, action or proceeding in any other court for the purposes of enforcing the provisions of this
Section&nbsp;15 or enforcing any judgment obtained by the Company or the Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The agreement of the parties to the forum described in Section 15(a) is independent of
the law that may be applied in any suit, action or proceeding and the parties agree to such forum
even if such forum may under applicable law choose to apply non-forum law. The parties hereby
waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter
have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding
brought in an applicable court described in Section&nbsp;15(a), and the parties agree that they shall
not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from
any such court. The parties agree that, to the fullest extent permitted by applicable law, a final
and non-appealable judgment in any suit, action or proceeding brought in any applicable court
described in Section 15(a) shall be conclusive and binding upon the parties and may be enforced in
any other jurisdiction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The parties hereto irrevocably consent to the service of any and all process in any suit,
action or proceeding arising out of or relating to this Agreement by the mailing of copies of such
process to such party at such party&#146;s address specified in Section&nbsp;22.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 16. <U>Default in Payment.</U> Any payment not made within ten business days after
it is due in accordance with this Agreement shall thereafter bear interest, compounded annually, at
the prime rate in effect from time to time at Citibank, N.A., or any successor thereto.
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 17. <U><B>GOVERNING LAW.</B></U> <B>THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN THE STATE OF
DELAWARE AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT IN ALL
RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS PRINCIPLES OF
CONFLICTS OF LAW.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 18. <U>Amendment; No Waiver.</U> No provision of this Agreement may be amended,
modified, waived or discharged except by a written document signed by the Executive and a duly
authorized officer of the Company. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver of such party&#146;s rights or
deprive such party of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement. No failure or delay by either party in exercising any right or power
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such
right or power, or any abandonment of any steps to enforce such right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party, which are not set forth expressly in this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 19. <U>Severability.</U> If any term or provision of this Agreement is invalid,
illegal or incapable of being enforced by any applicable law or public policy, all other conditions
and provisions of this Agreement shall nonetheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon any such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 20. <U>Entire Agreement.</U> This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and, except as specifically set
forth herein, supersedes all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, Executive or representative
of any party hereto. None of the parties shall be liable or bound to any other party in any manner
by any representations and warranties or covenants relating to such subject matter except as
specifically set forth herein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 21. <U>Survival.</U> The rights and obligations of the parties under the provisions
of this Agreement, including Sections&nbsp;2, 8, 9, 10 and 11, shall survive and remain binding and
enforceable, notwithstanding the expiration of the Protection Period or the term of this Agreement,
the termination of the Executive&#146;s employment with the Company for any reason or any settlement of
the financial rights and obligations arising
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="right" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">from the Executive&#146;s employment hereunder, to the
extent necessary to preserve the intended benefits of such provisions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 22. <U>Notices.</U> All notices or other communications required or permitted by
this Agreement will be made in writing and all such notices or communications will be deemed to
have been duly given when delivered or (unless otherwise specified) mailed by United States
certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
</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="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="73%">&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">Manor Care, Inc. <br>
333 N. Summit St. <br>
Toledo, Ohio 43604 <br>
Attention: General Counsel <br>
Fax: (419)&nbsp;252-5599</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">&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 nowrap align="left" valign="top">At the address for the Executive most recently on file with the Company</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 23. <U>Headings and References.</U> The headings of this Agreement are inserted for
convenience only and neither constitute a part of this Agreement nor affect in any way the meaning
or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such
reference shall be to a Section of this Agreement unless otherwise indicated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 24. <U>Counterparts.</U> This Agreement may be executed in one or more counterparts
(including via facsimile), each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 25. <U>Interpretation.</U> For purposes of this Agreement, the words &#147;include&#148; and
&#147;including&#148;, and variations thereof, shall not be deemed to be terms of limitation but rather shall
be deemed to be followed by the words &#147;without limitation&#148;. The term &#147;or&#148; is not exclusive. The
word &#147;extent&#148; in the phrase &#147;to the extent&#148; shall mean the degree to which a subject or other thing
extends, and such phrase shall not mean simply &#147;if&#148;.
</DIV>

</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, this Agreement has been executed by the parties as of the date first
written above.
</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="46%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left"><B>MANOR CARE, INC.</B></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">&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">/s/ Richard A. Parr II
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Richard A. Parr II
<br>Vice President and Secretary
</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">&nbsp;</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">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Paul A. Ormond</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="1" valign="top" align="left" style="border-top: 1px solid #000000">&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">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Paul A. Ormond</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>
</DIV>



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