the Employment Period; provided that on the Company’s first customary payroll datefollowing the date hereof the Company will pay the Executive an amount equal to the differencebetween the aggregate amount of base salary paid to the Executive in 2011 prior to the date hereofpursuant to the Prior Employment Agreement and the aggregate amount of Annual Base Salary that theExecutive would have been paid during such period had this Agreement been entered into on January1, 2011; and providedfurther that such Annual Base Salary shall be increased by 5%(from the Annual Base Salary theretofore in effect) on each January 1 during the Employment Periodcommencing January 1, 2012 and shall be payable in accordance with the preceding sentence.          (b) Other Compensation. In addition to the Annual Base Salary, the Executive shall beentitled to receive annual bonus compensation (the “**Annual Bonus**”) consistent with the Company’sbonus plan for key executives in effect from time to time (the “**Bonus Plan**”). The Annual Bonus, ifany, shall be paid no later than the 75th day following the end of the calendar year to which suchAnnual Bonus corresponds. The target amount of the Annual Bonus shall be 100% of the Annual BaseSalary and the maximum amount of the Annual Bonus shall be 200% of the Annual Base Salary, with theactual amount of the Annual Bonus, if any, to be determined in accordance with the Bonus Plan.Except as otherwise provided in Section 5 of this Agreement, for any year during which theExecutive is employed by the Company for less than the entire calendar year (including a year inwhich the Executive’s employment is terminated), the Annual Bonus, if any, shall be determined on apro rata basis for the period during which the Executive was employed during such calendar year(based on the number of days in such calendar year the Executive was so employed divided by 365),as determined in good faith by the Board and payable no later than the 75th dayfollowing the end of the year to which such Annual Bonus corresponds.          (c) Deferred Bonus.     (i) The Executive shall be entitled to receive a deferred bonus (any full or partialpayment hereunder, the “**Deferred Bonus**”), which shall accrue at the rate of $400,000.00 peryear, accruing monthly for each calendar month of employment hereunder at the rate of$33,333.33 per month; provided that as of the date hereof the Company will creditthe Executive with an amount equal to the difference between the deferred bonus accrued in2011 prior to the date hereof pursuant to the Prior Employment Agreement and the portion ofthe Deferred Bonus that would have accrued during such period had this Agreement beenentered into on January 1, 2011. Any amount accrued under this Section 3(c), together withany amount accrued under the Prior Employment Agreement with respect to the 2011 calendaryear prior to the date hereof, has been or will be, as applicable, credited to a notionalDeferred Bonus account (the “**Deferred Bonus Account**”). No interest or other earnings willaccrue on the Deferred Bonus Account.     (ii) The Deferred Bonus that is accrued with respect to the period beginning on January1, 2011 and ending on December 31, 2012 shall be paid to the Executive on December 31, 2012,subject to the Executive’s remaining continuously employed by the Company on such date. Ifthe Executive’s employment with the Company terminates prior to December 31, 2012, theExecutive’s right to, and the payment of, the Deferred
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Bonus shall be governed by subsection (iii) below. If the Executive receives a paymentunder the terms of this subsection (ii), upon such payment, the Company shall have nofurther obligation to the Executive with respect to the portion of the Deferred Bonus thatis accrued with respect to the period beginning on January 1, 2011 and ending on December31, 2012, and any Deferred Bonus accrued with respect to the period beginning on January 1,2013 in accordance with the provisions of subsection (i) above shall be paid in accordancewith the provisions of subsection (iii) below.     (iii) Subject to subsection (ii) above, the Deferred Bonus shall be payable on theearlier to occur of the date that is sixty (60) days following the expiration of theEmployment Period hereunder, or the date that is sixty (60) (seventy-four (74) in the caseof a termination of employment due to the Executive’s death) days following the earliertermination of the Executive’s employment as set forth in Section 5 hereinafter, except asotherwise set forth in Section 5.     (iv) The Executive acknowledges and agrees that the amount of the deferred bonuscredited under Section 3(c) of the Prior Employment Agreement as of December 31, 2010 is$750,000. The Company agrees to pay this amount to the Executive within seven (7) daysfollowing execution of this Agreement and the Executive acknowledges and agrees that, uponsuch payment, the Company will have no further obligation to him with respect to any amountsaccrued or any deferred bonus under Section 3(c) of the Prior Employment Agreement.          (d) Other Benefits. During the Employment Period: (i) the Executive shall be entitledto participate in all incentive, savings and retirement plans, practices, policies and programs ofthe Company, and shall be entitled to paid vacation, to the same extent and on the same terms andconditions as peer executives; (ii) the Company shall pay on the Executive’s behalf, disabilityinsurance premiums up to $2,000.00 per month pursuant to which policy the Executive shall beentitled to designate the beneficiary; and (iii) the Executive and/or the Executive’s family, asthe case may be, shall be eligible for participation in, and shall receive all benefits under, allother welfare benefit plans, practices, policies and programs provided by the Company (including,to the extent provided, without limitation, medical, prescription, dental, disability, employeelife insurance, group life insurance, accidental death and travel accident insurance plans andprograms) to the same extent and on the same terms and conditions as peer executives;provided, however, that nothing in this Agreement shall impose on the Company anyobligation to offer to the Executive participation in any stock, stock option, restricted stock,bonus or other incentive award, plan, practice, policy or program. The term “peer executives”means the Chief Executive Officer and Senior Vice Presidents of the Company, if such positionsexist, and if such positions do not exist, the definition of the term “peer executives” shall bedetermined by the Board in good faith.          (e) Expenses. During the Employment Period, the Executive shall be entitled toreceive reimbursement for all reasonable travel and other expenses incurred by the Executive incarrying out the Executive’s duties under this Agreement; provided that the Executivecomplies with the policies, practices and procedures of the Company for submission of expensereports, receipts, or similar documentation of such expenses.
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     4. Termination of Employment.          (a) Death or Permanent Disability. The Executive’s employment shall terminateautomatically upon the Executive’s death during the Employment Period. The Company shall beentitled to terminate the Executive’s employment because of the Executive’s Permanent Disabilityduring the Employment Period**. “Permanent Disability**” means that the Executive (i) is unable toperform his duties under this Agreement by reason of any medically determinable physical or mentalimpairment which can be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months; (ii) is, by reason of any medically determinable physical ormental impairment which can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months receiving income replacement benefits for a period ofnot less than three months under an accident and health plan covering employees of the Company, or(iii) has been determined to be totally disabled by the Social Security Administration. Atermination of the Executive’s employment by the Company for Permanent Disability shall becommunicated to the Executive by written notice, and shall be effective on the 30th day afterreceipt of such notice by the Executive (the “**Disability Effective Date**”), unless the Executivereturns to full-time performance of the Executive’s duties in accordance with the provisions ofSection 2 before such 30thday. In the event of a dispute as to whether the Executivehas suffered a Permanent Disability, the final determination shall be made by a licensed physicianselected by the Board of Directors of the Company and acceptable to the Executive in theExecutive’s reasonable judgment.          (b) Other than Death or Disability. The Company may terminate the Executive’semployment at any time during the Employment Period at any time with or without Cause upon noticeto the Executive.          (c) Good Reason. The Executive may terminate his employment at any time during theEmployment Period for Good Reason, upon written notice to the Company setting forth in reasonabledetail the nature of such Good Reason, as set forth below. For purposes of this Agreement, “**GoodReason**” is defined as any one or more of the following: any attempt to relocate the Executive to awork location that is more than 100 miles from the Company’s offices in Elmsford, New York; anymaterial diminution in the nature or scope of the Executive’s responsibilities or duties as definedunder this Agreement; any material breach by the Company or any affiliate of the Company of anyprovision of this Agreement or any other written agreement with the Executive, which breach is notcured within twenty (20) days following written notice by the Executive to the Company; or anymaterial failure of the Company to provide the Executive with at least the Annual Base Salaryand/or any other compensation or benefits in accordance with the terms of Section 3 hereof, otherthan an inadvertent failure which is cured within ten (10) business days following written noticefrom the Executive specifying in reasonable detail the nature of such failure. Notwithstanding theforegoing, the appointment of an interim President during any period of the Executive’s disability(which may potentially result in a Permanent Disability) will not be considered “**Good Reason**” (solong as the Executive continues to be compensated pursuant to the terms of this Agreement), untilthe occurrence of a Permanent Disability as defined in Section 4(a).
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          (d) Change in Control. If there occurs a “**Change in Control**” (as hereinafter defined)during the Employment Period, and the Executive is not offered employment on substantially similarterms by the Company or one of its continuing affiliates immediately thereafter, then, for allpurposes of this Agreement, the Executive’s employment shall be deemed to have been terminated bythe Company other than for Cause effective as of the date of such Change in Control;provided, however, that the Company shall have no obligations to the Executiveunder this Section 4 if the Executive is hired or offered employment on substantially similar termsby the purchaser of the stock or assets of the Company, if the Executive’s employment hereunder iscontinued by the Company or one of its continuing affiliates, or if the Executive does not actuallyterminate employment. As used herein, a “**Change in Control**” shall be deemed to have occurred uponthe occurrence of any of the following events:     (i) a change in the ownership of the Company within the meaning of Treasury RegulationSection 1.409A-3(i)(5)(v) as in effect on the date hereof;     (ii) a change in the effective control of the Company within the meaning of TreasuryRegulation Section 1.409A-3(i)(5)(vi)(2) as in effect on the date hereof; or     (iii) a change in the ownership of all or substantially all of the Company’s assetswithin the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii) as in effect on thedate hereof.     Notwithstanding anything to the contrary set forth in d(i)(ii) or (iii) hereinabove, no Changeof Control shall be deemed to have occurred so long as Berkshire Partners and Weston Presidiocontinue to own at least 50% of the stock of the Company in the aggregate.          (f) Date of Termination. The “**Date of Termination**” means the date of the Executive’sdeath, the Disability Effective Date or the date on which the termination of the Executive’semployment by the Company, or by the Executive, is effective, as the case may be, including byreason of the expiration of the Employment Period.     5. Obligations of the Company Upon Termination.          (a) By the Company Upon the Executive’s Death or Permanent Disability. If theExecutive dies during the Employment Period or the Company terminates the Executive’s employmentdue to the Executive’s Permanent Disability, the Company shall pay the Executive or his legalrepresentative:          (i) The following amounts in a lump sum in cash after the Date of Termination:(A) The Executive’s accrued but unpaid cash compensation (the “**AccruedObligations**”), which shall equal the sum of (1) any portion of theExecutive’s Annual Base Salary through the Date of Termination that has notyet been paid; (2) any Annual Bonus that the Executive has earned for aprior full calendar year that has ended prior to the Date of Termination butwhich has not yet been calculated and paid; and (3) any accrued but unpaidvacation pay; and
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(B) The **Deferred Bonus**equal to the sum of (x) the amount credited to theDeferred Bonus Account pursuant to Section 3(c) above, minus any amount paidunder Section 3(c)(ii) above, and (y) if the Date of Termination is notDecember 31st, a pro-rated portion of the Deferred Bonus for the year inwhich such termination occurs based on the number of months in such calendaryear the Executive was so employed; and          (ii) The Executive shall also be entitled to receive a pro rata Annual Bonus for the year oftermination, calculated and paid in accordance with Section 3(b).          The Accrued Obligations shall be payable within thirty (30) days of the Date of Termination.The Deferred Bonus shall be payable on the date that is sixty (60) days after the Date ofTermination in the case of a termination of employment due to the Executive’s Permanent Disabilityand on the date that is seventy-four (74) days after the Date of Termination in the case of atermination of employment due to the Executive’s death. Notwithstanding anything to the contraryset forth herein, the Executive shall not be entitled any payment pursuant to clauses (i)(B) orsubsection (ii) of this Section 5(a) or Section 9(d)(i) unless the Executive (or the Executive’sbeneficiary previously designated in writing to the Company or, if no such beneficiary has been sodesignated, the Executive’s estate, as applicable) shall have, at the written request of theCompany, executed a release of any and all legal claims in the form attached hereto as Exhibit A(the “**Release**”) no later than forty-five (45) days following the Date of Termination (which periodshall be sixty-five (65) days following the Date of Termination in the case of a termination of theExecutive’s employment due to his death) and shall not have revoked such release in accordance withits terms.          (b) By the Company for Cause. If the Executive’s employment is terminated by theCompany for “Cause” (as hereinafter defined), then the Executive shall be entitled to only thepayment of the Accrued Obligations which shall be paid to the Executive in cash in a lump sumwithin thirty (30) days of the Date of Termination and the Company shall have no furtherobligations under this Agreement. For purposes of this Agreement, “**Cause**” shall mean (1)conviction of the Executive by a court of competent jurisdiction of a felony (excluding feloniesunder the Vehicle and Traffic Code of the State of New York or any similar law of another statewithin the United States of America); (2) any act of intentional fraud in connection with hisduties under this Agreement; (3) any act of gross negligence or willful misconduct with respect tothe Executive’s duties under this Agreement; and (4) any act of willful disobedience in violationof specific reasonable directions of the Board consistent with the Executive’s duties.          (c) By the Company for any reason other than Cause or by the Executive for GoodReason. If the Executive’s employment is terminated during the Employment Period (i) by theCompany other than for Cause (including by reason of a Change in Control), death or PermanentDisability or (ii) by the Executive for Good Reason, the Company shall pay to the Executive (A) theAccrued Obligations, (B) the Deferred Bonus (as calculated in accordance with Section 5(a)(i)(B)),(C) the Executive will also be entitled to receive a pro rata Annual Bonus for the year oftermination, calculated and paid in accordance with Section 3(b), and (D) a Severance Payment (the“**Severance Payment**”), in an amount equal to (x) the sum of (1) the Executive’s then current AnnualBase Salary and (2) $400,000 multiplied by (y) the number of years in the post employmentRestriction Period, calculated in accordance with Section 9(d)
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hereinafter. Notwithstanding anything to the contrary set forth herein, in the event thattermination of the Executive’s employment pursuant to this Paragraph occurs within six (6) monthsfollowing a Change of Control, the Severance Payment shall equal the sum of (x) three (3) years ofBase Salary, plus (y) the amount of the Annual Bonus paid to the Executive with respect to the lastfull calendar year of the Executive’s employment prior to the Change of Control. All amountspayable hereunder (except the Annual Bonus which is payable in accordance with Section 3(b) and theAccrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days of theDate of Termination) shall be payable in cash in a lump sum on the date that is sixty (60) daysfollowing the Date of Termination. Notwithstanding anything to the contrary set forth herein, theExecutive shall not be entitled any payment pursuant to clauses (B), (C) or (D) of this Section5(c) unless the Executive shall have, at the written request of the Company, executed the Releaseno later than forty-five (45) days following the Date of Termination and shall not have revokedsuch release in accordance with its terms.               (d) By the Executive other than for Good Reason. If during the Employment Period theExecutive terminates his employment with the Company other than for Good Reason, the Company shallpay the Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days of theDate of Termination and the Company shall have no further obligations under this Agreement.               (e) Expiration of the Term. Unless otherwise terminated pursuant to any of theforegoing clauses of this Section 5, the Executive’s employment hereunder will automaticallyterminate at the expiration of the Employment Period and the Company shall pay to the Executive (i)the Accrued Obligations, (ii) the Annual Bonus for the year in which the Employment Period ends and(iii) the Deferred Bonus (as calculated in accordance with Section 5(a)(i)(B)). All amountspayable hereunder (except the Annual Bonus which is payable in accordance with Section 3(b) and theAccrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days of theDate of Termination) shall be payable in cash in a lump sum on the date that is sixty (60) daysfollowing the Date of Termination. Notwithstanding anything to the contrary set forth herein, theExecutive shall not be entitled any payment pursuant to clauses (ii) and (iii) of this Section 5(e)unless the Executive shall have, at the written request of the Company, executed the Release nolater than forty-five (45) days following the Date of Termination and shall not have revoked suchrelease in accordance with its terms. Upon expiration of the Employment Period, no SeverancePayment will be due and no further Restriction Period shall apply.               (f) Continuing Rights under Benefits Programs. Notwithstanding anything to thecontrary set forth herein, upon termination of employment for any reason other than death,termination by the Company for Cause, or termination by the Executive without Good Reason, theExecutive shall be entitled to receive at the Executive’s expense, continued coverage under theCompany’s health insurance policy comparable to the family coverage received by the Executive atthe Date of Termination, so long as the Company’s Plan at the Date of Termination and thereafterpermits coverage of former employees.          6. Section 409A. The parties intend for the compensation provided under thisAgreement to comply with, or be exempt from, the provisions of Section 409A of the Internal
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Revenue Code of 1986, as amended (together with the regulations thereunder, “**Section 409A**”).Notwithstanding the foregoing, in no event shall the Company have any liability to the Executive orto any other person claiming rights under this Agreement relating to the failure or alleged failureof any payment or benefit under this Agreement to comply with, or be exempt from, the provisions ofSection 409A.          (a) Definitions. For purposes of this Agreement, all references to “termination ofemployment” and similar or correlative phrases shall be construed to require a “separation fromservice” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to thepresumptions contained therein), and the term “specified employee” means an individual determinedby the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).          (b) Certain Delayed Payments. If any payment or benefit hereunder constituting“nonqualified deferred compensation” subject to Section 409A would be subject to subsection(a)(2)(B)(i) of Section 409A (relating to payments made to “specified employees” of publicly-tradedcompanies upon separation from service), any such payment or benefit to which the Executive wouldotherwise be entitled during the six (6) month period following the Executive’s separation fromservice will instead be provided or paid without interest on the first business day following theexpiration of such six (6) month period, or if earlier, the date of the Executive’s death.          (c) Separate Payments. Each payment made under this Agreement shall be treated as aseparate payment.          (d) Reimbursements. Notwithstanding anything to the contrary in this Agreement, anyreimbursement that constitutes or could constitute nonqualified deferred compensation subject toSection 409A will be subject to the following additional requirements: (i) the expenses eligiblefor reimbursement will have been incurred during the term of this Agreement, (ii) the amount ofexpenses eligible for reimbursement during any calendar year will not affect the expenses eligiblefor reimbursement in any other taxable year; (iii) reimbursement will be made not later thanDecember 31 of the calendar year following the calendar year in which the expense was incurred; and(iv) the right to reimbursement will not be subject to liquidation or exchange for any otherbenefit.     7. Full Settlement. The Company’s obligations to make the payments provided for in,and otherwise to perform its obligations under, this Agreement shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or action that the Company mayhave against the Executive or others. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement and such amounts shall not be reduced, regardless ofwhether the Executive obtains other employment.     8. Confidential Information. The Executive shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge or data relating to theCompany or any company affiliated with the Company and its respective businesses that the Executiveobtains during the Executive’s employment by the Company (whether before, during
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or after the Employment Period) and that is not public knowledge (other than as a result ofthe Executive’s violation of this Section 8) (“**Confidential Information**”). The Executive shall notcommunicate, divulge or disseminate Confidential Information at any time during or after theExecutive’s employment with the Company, except with the prior written consent of the Company or asotherwise required by law.     9. Noncompetition; Nonsolicitation.          (a) Non-Competition. During the Employment Period, and following termination of theExecutive’s employment with the Company and any of its affiliates, during the “Restriction Period”(as hereinafter defined), the Executive shall not directly or indirectly participate in or permithis name directly or indirectly to be used by or become associated with (including as an advisor,representative, agent, promoter, independent contractor, provider of personal services orotherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a“person”) that is, or intends to be, engaged in any business which is in competition with anybusiness of the Company, or any of its subsidiaries or controlled affiliates in any country inwhich the Company or any of its subsidiaries or controlled affiliates operate, compete or areengaged in such business or at such time intend so to operate, compete or become engaged in suchbusiness (a “**Competitor**”); provided, however, that the foregoing will not prohibitthe Executive from participating in or becoming associated with a person if (i) less than 10% ofthe consolidated gross revenues of such person, together with its affiliates, derive fromactivities or businesses that are in competition with any business of the Company or any of itssubsidiaries or controlled affiliates (a “**Competitive Business**”) and (ii) the Executive does not,directly or indirectly, participate in, become associated with, or otherwise have responsibilitiesthat relate to the conduct or operations of, any Competitive Business that is conducted by suchperson or a division, group, or subsidiary or affiliate of such person. For purposes of thisAgreement, the term “participate” includes any direct or indirect interest, whether as an officer,director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative,independent contractor, consultant, advisor, provider of personal services, creditor, or owner(other than by ownership of less than five percent of the stock of a publicly-held corporationwhose stock is traded on a national securities exchange or in an over-the-counter market).          (b) Non-Solicitation. During the Employment Period, and during the Restriction Periodfollowing termination of employment, the Executive shall not, directly or indirectly, encourage orsolicit, or assist any other person or firm in encouraging or soliciting, any person that duringthe three-year period preceding such termination of the Executive’s employment with the Company isor was engaged in a business relationship with the Company, any of its subsidiaries or controlledaffiliates to terminate its relationship with the Company or any of its subsidiaries or controlledaffiliates or to engage in a business relationship with a Competitor.          (c) No Hire. During the Employment Period, and during the Restriction Periodfollowing termination of employment, the Executive will not, except with the prior written consentof the Company, directly or indirectly, induce any employee of the Company, or any of itssubsidiaries or controlled affiliates to terminate employment with such entity, and will not,directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise,employ, offer employment or cause employment to be offered to any person
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(including employment as an independent contractor) who is or was employed by the Company orany of its respective subsidiaries or controlled affiliates unless such person shall have ceased tobe employed by such entity for a period of at least twelve months. For purposes of this Section9(c), “employment” shall be deemed to include rendering services as an independent contractor and“employees” shall be deemed to include independent contractors.          (d) Restriction Period. The term “**Restriction Period”**as used herein, shall mean thefollowing periods:     (i) In the event the Employment Period is terminated by (1) the Company prior to itsexpiration (except as provided in Section 9(d)(iii) hereinafter) other than (A) for Cause or(B) due to the Executive’s death or Permanent Disability, or (2) the Executive for GoodReason, the Company shall elect, in its sole and absolute discretion, to limit theRestriction Period following termination to a one, two or three-year period (but no eventless than one year), and the Company shall pay the Executive the Severance Payment(calculated based on the number of years of the elected Restriction Period). If noRestriction Period election is made, the Company shall be deemed to have elected athree-year Restriction Period. The Severance Payment shall be payable in a lump sum on thedate that is sixty (60) days following the Date of Termination.     (ii) In the event the Executive is terminated by the Company for Cause, or if theExecutive resigns without Good Reason, then the Restriction Period shall be three yearsfollowing termination of employment and no Severance Payment shall be payable to theExecutive.     (iii) Notwithstanding anything to the contrary set forth herein, in the event theExecutive’s employment is terminated by the Company following a Change of Control, or by theExecutive for Good Reason following a Change of Control, the Restriction Period shall bethree years following the Change of Control and the Company shall pay the Executive theSeverance Payment for the three year Restriction Period in cash in a lump sum on the datethat is sixty (60) days following the Date of Termination.          (e) Return of Confidential Information. Promptly following the Executive’stermination of employment, including due to expiration of the Employment Period, the Executiveshall return to the Company all property of the Company and its respective subsidiaries andaffiliates, and all copies thereof, in the Executive’s possession or under his control, including,without limitation, all Confidential Information in whatever media such Confidential Information ismaintained.          (f) Injunctive Relief. The Executive acknowledges and agrees that the RestrictionPeriod and the covenants and obligations of the Executive in Section 8 and this Section 9 withrespect to non-competition, nonsolicitation and confidentiality and with respect to the property ofthe Company and its subsidiaries and controlled affiliates, and the territories covered thereby,are fair and reasonable and the result of negotiation. The Executive further acknowledges andagrees that the covenants and obligations of the Executive in Section 8 and this Section 9 withrespect to noncompetition, nonsolicitation and confidentiality and with respect to the property ofthe Company and its subsidiaries and controlled affiliates, and the
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territories covered thereby, relate to special, unique and extraordinary matters and that aviolation of any of the terms of such covenants and obligations will cause the Company and itssubsidiaries and affiliates irreparable injury for which adequate remedies are not available atlaw. Therefore, the Executive agrees that the Company shall be entitled to an injunction,restraining order or such other equitable relief as a court of competent jurisdiction may deemnecessary or appropriate to restrain the Executive from committing any violation of such covenantsand obligations. These injunctive remedies are cumulative and are in addition to any other rightsand remedies the Company may have at law or in equity. If, at the time of enforcement of Section 8and/or this Section 9, a court holds that any of the restrictions stated herein are unreasonableunder circumstances then existing, the parties hereto agree that the maximum period, scope, and/orgeographical area legally permissible under such circumstances will be substituted for the period,scope and/or area stated herein.     10. Successors.          (a) This Agreement is personal to the Executive and shall not be assignable by the Executive.This Agreement shall inure to the benefit of and be enforceable by the Executive’s legalrepresentatives and heirs and successors.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.     11. Miscellaneous.          (a) This Agreement shall be governed by, and construed in accordance with, the laws of theState of New York, without reference to principles of conflict of laws. The captions of thisAgreement are not part of the provisions hereof and shall have no force or effect. This Agreementmay not be amended or modified except by a written agreement executed by the parties hereto ortheir respective heirs, successors and legal representatives.          (b) All notices and other communications under this Agreement shall be in writing and shall begiven by hand delivery to the other party or by overnight courier or by registered or certifiedmail, return receipt requested, postage prepaid, or by facsimile (with receipt confirmation),addressed as follows:   If to the Executive: James M. Harrison  16 High Street  East Williston, NY 11596   If to the Company: Party City Holdings Inc.  80 Grasslands Road  Elmsford, NY 10523  Attention: Corporate Secretary  Fax no.: (914) 345-2056
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or to such other address as either party furnishes to the other in writing in accordance with thisSection 11(b). Notices and communications shall be effective when actually received by theaddressee.          (c) The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement.          (d) Notwithstanding any other provision of this Agreement, the Company may withhold fromamounts payable under this Agreement all federal, state, local and foreign taxes that are requiredto be withheld by applicable laws or regulations. In addition, the obligations of the Company underthis Agreement shall be conditional on compliance with this Section 11(d), and the Company shall,to the extent permitted by law, have the right to deduct any such taxes from any payment otherwisedue to the Executive.          (e) Any party’s failure to insist upon strict compliance with any provision of, or to assertany right under, this Agreement shall not be deemed to be a waiver of such provision or right or ofany other provision of or right under this Agreement.          (f) The Executive acknowledges that this Agreement, together with the Exhibits hereto (and theother agreements referred to herein and therein), supersedes all other agreements andunderstandings, both written and oral, between the Executive and the Company with respect to thesubject matter hereof, including, without limitation, the Prior Employment Agreement. Uponexecution of this Agreement, the Prior Agreement shall terminate and be of no further force andeffect.          (g) This Agreement may be executed in counterparts, each of which shall be deemed to be anoriginal, but all of which shall together constitute one and the same instrument.          (h) Provisions of this Agreement shall survive any termination of employment if so providedherein or if necessary or desirable to accomplish the purposes of other surviving provisions,including, without limitation, the obligations of the Executive under Sections 8 and 9 hereof.
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     **IN WITNESS WHEREOF**, the Executive has hereunto set the Executive’s hand and, pursuant to theauthorization of its Board of Directors, the Company has caused this Agreement to be executed inits name on its behalf, all as of the day and year first above written.       **PARTY CITY HOLDINGS INC.**       By: /s/ Michael A. Correale  Name: Michael A.Correale  Title: CFO   /s/ James M. Harrison       **JAMES M. HARRISON**
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Exhibit A**FORM OF RELEASE OF CLAIMS**     This Release of Claims is provided by me, James M. Harrison (or by my designated beneficiary,in the event of my death during my employment), pursuant to the Employment Agreement between me andParty City Holdings, Inc. (the “Company”) dated as of June 1, 2011 and amended and restated as ofJuly 1, 2011 (the “Employment Agreement”).     This Release of Claims is given in consideration of the severance benefits to be provided tome (or, in the event of my death during my employment, to my designated beneficiary) in connectionwith the termination of my employment under Section 5 of the Employment Agreement (the “SeparationPayments”), which are conditioned on my signing this Release of Claims and to which I am nototherwise entitled, and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged. On my own behalf and that of my heirs, executors, administrators,beneficiaries, representatives and assigns, and all others connected with or claiming through me, Ihereby release and forever discharge the Company from any and all causes of action, rights orclaims of any type or description, known or unknown, which I have had in the past, now have ormight have, through the date of my signing of this Release of Claims. This includes, withoutlimitation, any and all causes of action, rights or claims in any way resulting from, arising outof or connected with my employment by the Company or the termination of that employment or pursuantto any federal, state or local law, regulation or other requirement, including without limitationTitle VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the AgeDiscrimination in Employment Act, the fair employment practices statutes of the state or states inwhich I have provided services to the Company or any other federal, state, local or foreign law,all as amended, any contracts of employment, any tort claims, or any agreements, plans or policies.     For purposes of this Release of Claims, the word “Company” always includes the Company, thesubsidiaries and affiliates of the Company and all of their respective past, present and futureofficers, directors, trustees, shareholders, employees, employee benefit plans and any of thetrustees or administrators thereof, agents, general and limited partners, members, managers,investors, joint venturers, representatives, predecessors, successors and assigns, and all othersconnected with any of them, both individually and in their official capacities.     Excluded from the scope of this Release of Claims is any rights to benefits that were vestedunder the Company’s employee benefit plans on the date on which my employment with the Companyterminated, in accordance with the terms of such plans.     In signing this Release of Claims, I give the Company assurance that I have returned to theCompany any and all documents, materials and information related to the business, whether presentor otherwise, of the Company and all keys and other property of the Company that were in mypossession or control, all as required by and consistent with Section 9(e) of the EmploymentAgreement. I agree that I will not, for any purpose, attempt to access or use any computer orcomputer network or system of the Company, including without limitation their
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electronic mail systems. I further acknowledge that I have disclosed to the Company all passwordsnecessary or desirable to enable the Company to access all information which I havepassword-protected on its computer network or system.     In signing this Release of Claims, I agree that I have been paid in full all compensation dueto me, whether for services rendered by me to the Company or otherwise, through the date on whichmy employment with the Company terminated and that, exclusive only of the Separation Payments, nofurther compensation of any kind shall be due to me by the Company, whether arising under theEmployment Agreement or otherwise, in connection with my employment or the termination thereof. Ialso agree that except for any right I and my eligible dependents may have to continueparticipation in the Company’s health and dental plans under the federal law commonly known asCOBRA, my right to participate in any employee benefit plan of the Company will be determined inaccordance with the terms of such plan.     I acknowledge that my eligibility for the Separation Payments is not only contingent on mysigning and returning this Release of Claims to the Company in a timely manner and not revoking itthereafter, but also is subject to my compliance with the covenants contained in the EmploymentAgreement.     In signing this Release of Claims, acknowledge that I have not relied on any promises orrepresentations, express or implied, that are not set forth expressly in this Release of Claims. Ifurther acknowledge that I am waiving and releasing any rights I may have under the AgeDiscrimination in Employment Act of 1967, as amended (“ADEA”), and that this waiver and release isknowing and voluntary and is being done with a full understanding of its terms. I agree that theconsideration given for this wavier and release is in addition to anything of value to which I wasalready entitled. I further acknowledge that I have been advised by this writing as required bythe ADEA that:     1. I have the right to and am advised by the Company to consult with an attorney prior toexecuting this Release of Claims; and I acknowledge that I have had sufficient time to considerthis Release of Claims and to consult with an attorney, if I wished to do so, or to consult withany other person of my choosing before signing;     2. I may not sign this Release of Claims prior to the termination of my employment, but that Imay consider the terms of this Release of Claims for up to twenty-one days (or, if the Company soinstructs me in writing, for up to forty-five days) from the later of the date my employment withthe Company terminates or the date I receive this Release of Claims;     3. I have seven (7) days following execution of this Release of Claims to revoke this Releaseof Claims; and     4. This Release of Claims shall not be effective until the revocation period has expired.     Intending to be legally bound, I have signed this Release of Claims under seal as of the datewritten below.
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       Signature:   Date signed:                  Party City Holdings Inc.                  Name:      Title:      
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